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Notes on "I'll Cry Instead"

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This article is from Alan W. Pollack's groundbreaking series "Notes on the Beatles". Links in the orginal article is written in this colour: index to the series, while links I have added appears as standard links. Go here for more information on my site about the song

Notes on "I'll Cry Instead"

KEY G Major


FORM Intro -> Verse -> Verse -> Bridge -> Verse -> Bridge -> Verse (w/complete ending)

General Points of Interest

Style and Form

The 'official' version, found on the British Hard Day's Night album, is a standard two-bridge model with neither an instrumental solo section nor double verse in between the two bridge sections. An small unusual twist here is the lack of an outro, proper; instead, the song simply comes to a complete halt at the end of the final verse.

Strange as it sounds, the song was planned at one point to be used in The Film as the musical accompaniment to the "running and jumping" scene, instead of "Can't Buy Me Love." In order to lengthen it out to match the timing of the film scene, an 'alternate' version, with the first verse repeated at the end, was artificially spliced together. This formalistic oddity can be found on the American film album (from United Artists) as well as the mono pressing of _Something New_.

Melody and Harmony

As we've seen in many other songs on the AHDN album, the melody of this one is heavily bluesy but only in the verses, and even in there, the use of the blue minor third and seventh is not consistent; look carefully at the tune and observe the continual alternation of b natural and b flat, and the extent to which this lends a characterizing flavor to it.

Similarly, the chords of the verse are limited to the bluesy set of I-IV-V, while the bridge features a full-blown, albeit short-lived modulation to the key of V (i.e. 'D').


John's solo is the only vocal part heard on this track. The double tracking is quite noticeably better synched here than usual, leading me to half suspect that it might have been artificially done, even though I don't believe that the Beatles had yet discovered the special effect of 'ADT' at this point.

The overall instrumental sound is rather countryish by virtue of the strumming style of the rhythm guitar, the chordal obligatto part for the lead guitar, and the prominent use of the tambourine. Note the way they all 'zoom' into the opening G Major chord from the note below, and the extent to which this effect recurs throughout.

Section-by-Section Walkthrough


There's not much of an intro to speak of here, except for two measures worth of vamping on the I chord (i.e. G). The guitar part hints at a shift to the IV chord (i.e. C) on the off beat, but I believe these are heard more as transitional neighbor tones filling in between the I chords on either side, rather than as a discrete change of chord root.


The verse is sixteen measures long with four phrases all of equal length:

 |G |- |- |- ||G |- |D |- ||
G:  I       V

 |C |- |- |- ||G |D |G |- ||
  IV      I  V  I

The harmonic rhythm is almost plodding, but the momentary speed-up in the final phrase helps create a sense of formal closure to the section.

The melodic phrase heard over the C chord in measure 9 ('d->f->d->c-> b-flat->c' as in "if I could see you now") -- with it's flat 7th and 3rd, as well as the way in which the f and d run roughshod over the C chord below it, are extremely characteristic of both this song and the Beatles semi-bluesy style of this period in general.

The penultimate phrase of each of the two verses which follow a bridge section feature the dramatic touch of the other guitars dropping out to make way for a long walking bass solo plus tambourine. Together with the specific choice of words that starts off these verse ("*and* when I do you better ..."), this musical effect has a way of connecting them to the preceding bridges and making them feel as if they tie off some kind of business left unfinished back in the bridge.


The bridge is eight measures long with two phrases of equal length:

 |b |- |A |- ||D |- |e |A  D |
G:  iii           V
D:  vi   V    I   ii  V  I

The pivot modulation from G to D is somewhat ingenuously awkward. The move to the b minor chord does not by itself signal the start of a key change, and although the move from there down to A tells you something is afoot, it is a move which is more ambiguous than sure-footed.

In truth, one does not regain a clear sense of key again in this section until near the end when the new key of D Major is firmly established by its own ii-V-I progression. And yet, just as this happens, we just as quickly scamper right back to the home key in the final measure of the section, a moment which contains the fastest stretch of harmonic rhythm in the entire song. Indeed, this jumpy kind of tonal shifting around neatly reflects some of the unease of the lyrics.

Some Final Thoughts

It's tempting to describe this one as a less mature, less self-aware warm-up for the later "You've Got To Hide Yourself Away." Most notable, in contrast to the few other bitter songs of this still relatively early period (e.g. "You Can't Do That" and "Tell Me Why"), is the complete focus in *this* song on the forlorn aftermath of the breakup, accompanied as it is with thoughts of self-pity and revenge. There are no descriptions or allusions here to any past pleasures, whys or wherefores; only pain.

Alan ( *OR* uunet!huxley!awp)

"Well, you stick to that story, son."               042192#53

Copyright (c) 1992 by Alan W. Pollack

All Rights Reserved

This article may be reproduced, retransmitted, redistributed and otherwise propagated at will, provided that this notice remains intact and in place.

These articles were originally posted in the News Group The content from this newsgroup is archived at, and Alan W. Pollacks "Notes On" series can be found at

. I used to link to the versions published in Soundscapes before I decided to include them on my own site.

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Artist: Dominic Pedler

Arranged by The Beatles

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