"I'll Cry Instead" is a song written by John Lennon, and recorded by the English rock band the Beatles for their third studio album, A Hard Day's Night (1964), a part-studio and part-soundtrack album to their film of the same name (1964). In the United States, the song originally appeared in the US version of A Hard Day's Night before it was released as a single backed with "I'm Happy Just to Dance with You" along with the US album Something New.

A Hard Day's Night is the third studio album by the English rock band the Beatles, released on 10 July 1964 by Parlophone, with side one containing songs from the soundtrack to their film of the same name. The American version of the album was released two weeks earlier, on 26 June 1964 by United Artists Records, with a different track listing that included selections from George Martin's film score. In contrast to the Beatles' first two albums, all 13 tracks on A Hard Day's Night were written by John Lennon and Paul McCartney, showcasing the development of their songwriting partnership.