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"I'll Cry Instead" is a song written by John Lennon (credited to Lennon–McCartney), 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.

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