Main Index Pablo Honey The Bends OK Computer Kid A Amnesiac Hail to the Thief In Rainbows The King of Limbs A Moon Shaped Pool Thom Yorke Jonny Greenwood Ed O'Brien Colin Greenwood Philip Selway
The main inspiration for the song was an incident from the First Gulf War, a topic which Thom was obsessed with quite a lot during the post-Ok Computer period. On february 13th 1991 the US military bombed the Amiriyah bomb shelter, at the time refuge for 408 people, only women and children. All of them were killed by two precisely directed bombs, resulting in horrific imprints on the walls. When Thom heard about it, the whole event deeply disturbed him. He later said 'I Will' would be the angriest song he'd ever written, and it was perhaps this incident that triggered the strong emotions behind this otherwise delicate tune.
On January 22nd 1998, Thom performed the song at a soundcheck in Japan, probably in Osaka. 'I Will' was brand new. A brief excerpt from this version can be found in Meeting People Is Easy:

In late 1998, after taking three months off following the OK Computer tour, Radiohead reconvened for rehearsals for the upcoming Amnesty International gig. During those rehearsals 'I Will' was arranged for a full band performance for the first time.
The band attempted a number of arrangements of 'I Will' during sessions for Kid A, starting with a full band performance and finally ending with an electronic version Thom labelled "dodgy Kraftwerk" later. Ed's Diary mentions the song in several entries:
friday, december 3rd 1999
spend a good hour remodelling the live room for that authentic olympic studios circa '66 vibe(....!??). not really..... simply tidied it up. played 'i will' live but decided at the end that the copenhagen version had something to it. it's incredibly evocative of that whole time out there minus all the that's good. redid the loop on it, thom even played some great drums and proceeded to do the vocals. he hasn't sung like this for a while.............not bad for a friday night when things tend to slow down in anticipation of the w/end. time to go home.
tuesday, december 7th 1999
spent an hour playing around with cuttooth. came in and heard phil on drums and thom on rhodes going through it. it's one of those moments when you hear something being played and all you want to do is pick up a guitar and join in. so i's only three chords so not too taxing even on my very limited music theory. looked at 'you and whose army' again from two weeks ago. tried this 'different' vocal idea that thom and jonny had been going on about.....three part but with a very low bass harmony, kind of inkspots-esque. this is always dangerous territory ie there would be nothing more fucking sad than this slick sophisticated 40's vocal group sound... mind you there's not much chance it could be slick....but you know what i mean. anyway sounds alright and the rest sounds better. thom is now doing a vocal comp of 'i will''s 2am and this is his idea of fun and relaxation..........strange
tuesday, february 29th 2000
I froze up upstairs after Nigel has done a good mix of 'Egyptian song'. pick up on 'i will' downstairs.......jonny plays some cool organ on it. trying to do some rhythm stuff on it.
wednesday, march 1st 2000
thom and nige arrange some drums on 'morning bell' ...........downstairs we continue trying to get rhythm stuff on 'i will'. arranging it on the computer....taking a while to do, but these things do.....
monday, march 6th 2000
we spent alot of time last week 'throwing shit' (jonny specifically said he was sick of hearing these very words today) at 'i will'. minor panics all round about completing things.....our perennial fear/problem....'morning bell-copenhagen', nigel did some very nice pro-tooling on some complete gibberish that i played. phil did some drums downstairs on the track that has no name.

The "dodgy Kraftwerk" version is not (yet) available, but with a little trick one can get a sense what it must have sounded like. The album version of 'Like Spinning Plates' is based on the reversed backing track of that version of 'I Will'. This reconstruction uses the vocals of the Hail to the Thief version of 'I Will' and the reversed version of 'Like Spinning Plates', which had its vocals removed:

In November 1999, an early draft of lyrics appeared on in a page titled 'scarecrows':

ill button up my mouth
for once in your life behave like a

meet the real world
the sweet sticky smell
coming out of his shell

i will not let this happen


Two lines related to this song ("In the bunker/like sitting ducks") can be found in the hidden Kid A booklet [click to enlarge]:
After attempting full band versions in 1999, and electronic ones in 2000, Radiohead gave up on the song for the time being. But for one reason or another, they then decided to play the electronic version backwards. Fascinated by what they heard, they wanted to do something with this backwards track. Ultimately, this experiment would result in a completely different song, 'Like Spinning Plates'.
In spring 2001, around the time Amnesiac was released, the following early lyrics appeared in the 'imaginery prisons' section of It is likely that by then they were a couple years old already:

I will

rise up
shake the dust off
meet the real world coming out of my shell
I wont let this happen to our children.
I will
lay me down in a bunker

Thom: "That was something, that we smashed out against the wall about 4 times during Kid A session. And we had all these versions of it, that were like... they were just so over the top, I mean like sort of electronic, all electronic and bla bla bla. And it sounded like blimming ultravoxes, horrible. But there was something in the lyric, that just stuck around. And everyone was massively into the song, I seem to remember Colin especially. And then I suddenly sort of thought 'well, it would be nice to just try some vocal things with it', really. Cause I got into the idea of doing harmonies. I mean I did not enough harmonies, I wanted, you know, really over the top harmonies, but didn't get away with it this time. But the other thing was the lyric of it seemed really... I mean, even though it was written 4 years ago, if not more, it just seemed to totally make sense. And it was irresistable to put it in, really, because it did have this sort of... it's sort of quite interesting, cause as a song it's sort of like a love song, but it's also sort of the angriest thing I've ever written as well, you know. That sort of anger, that you can't even begin to express, you know. This thing about 'you can do anything you want to me, but if you come after my family I will kill you'. You know, that sort of thing, which everyone has in them, I think."

Ed: "I think we first rehearsed it as a band 1998 when we were... just before... we'd had 3 months off after the end of OK Computer touring, and we were going to reconvene in the new year for the sessions for Kid A. But we were doing a gig for Amnesty International in '98. So we rehearsed, and that's when 'I Will' first came up. And 'I Will' was... you know, we rehearsed it as a band, and it was always... you know, it's one of those songs, that Thom presents you, and you know, it's really stunning, you know that, and there's the excitement of doing it. But there's also a slight kind of 'oh... how are we gonna do this, are we gonna ruin this, or what'. You know, it's one of those songs, that sometimes a band arrangement can actually get in the way. So we went through several different versions, and we recorded it for the Kid A/Amnesiac sessions, which became... the backwards version of it became 'Like Spinning Plates' on Amnesiac. It was a track played backwards. And then Thom demoed it again, and he just did it with just a guitar and him doing all the harmonies. And it like recaptured the essence of the song. A lot of the feeling about this record was we just wanna get to the core of what's good about that song, let's not get sidetracked by production details or new sounds or whatever. It's like, whatever works for the song, which is kind of going back to what we used to do a lot."
Jonny: "We started this during the 'Kid A' sessions and it wasn't any good..."

Thom: "...during our dodgy Kraftwerk exploration, which luckily didn't last very long."

Jonny: "It was the recording that we played backwards and cut to pieces to make 'Spinning Plates', so it's a process that we were ploughing through. It's done right, and that's why it works."

Thom: "Bizarrely, it's like the angriest thing I've ever written, because it's written from the point of simple blind anger that makes nations go against nations or whatever, it's that thing of, 'Everything's fine until you come into my home and touch my children, and then I won't be responsible for my actions.' Like you flick a switch."
Q: "You said it's the angriest thing you've ever written."

Thom: "Yes. Well yeah, I guess it is. I mean… It's quite simple really, I had an extremely unhealthy obsession, that ran through the 'Kid A' thing, about the first Gulf War. When they started it up they did that lovely thing of putting the camera on the end of the missile, and you got to see the wonders of modern military technology blow up this bunker. And then sometime afterwards in the back pages it was announced, that that bunker was not full of weapons at all, but women and children. And it was actually a bomb shelter. And so everybody… we all got to witness the wonders of modern technology. And it ran through so much stuff for so long for me. I just could not get it out of my head. It was so sick. And so that's where the anger comes from.

We did the most dreadful version of it. It was all that programmed… just a disaster. But interestingly something good came out, because we turned the tape over and it became 'Spinning Plates'."
Thom: "[The lyrics] are very much just absorbing what's going on around. There are two or three old songs in there that never made sense until now, like 'Sit Down. Stand Up.' and 'I Will.' You just absorb. You can't help it, even if you try not to. I tried not to. I desperately tried not to write anything political, anything expressing the deep, profound terror I'm living with day to day. But it's just fucking there, and eventually you have to give it up and let it happen."
Thom: "Right now I'm singing 'I Will' when I'm in the bathroom. Very content with it."

Q: "A sketch of that song can already be heard on Meeting People Is Easy."

Thom: "Yes, a song can develop very quickly or take fucking ages. In the beginning 'I Will' sounded like some very bad Ultravox or something like that. Horrible. I hope somebody is going to burn that tape... Some songs kind of loiter around since 19-fucking-94 and we still have no idea what to do with them. It drives you NUTS. So do those people on the internet who keep asking: 'Why have you still not recorded this or that song so far?'"
Though they failed to record a version that satisfied them after so many attempts, the song wasn't dead yet. Apparently mainly because Colin, who was massively into it, kept plugging it.
In February 2002, Thom recorded a stripped down, acoustic version of 'I Will' for the 3 CDs of demos he gave to the others.
In the following spring rehearsals, they went back to a full band arrangement, which was performed live three times on the Iberian Tour in summer.
The performance below comes from the concert on July 27th 2002 in Porto, Portugal. The original audio of this clip was substituted by a superior recording for this website:
This arrangement was then recorded at Ocean Way in September 2002, and ultimately released on the 2+2=5 single as 'I Will (Los Angeles Version)':
Back in England, however, they decided that a full band arrangement didn't work properly, and that Thom's acoustic demo was much more appropriate. And so Thom recorded the song again in Radiohead's Oxfordshire studio, this time without the others. Just a guitar, and three vocal overdubs. Thom said he wanted to add even more harmonies, but couldn't convince the others of that idea.
On March 30th 2003, the rough mix of the song leaked and it represents the state of work from February. It features an extended intro and a clean outro (no crossfade into 'A Punch-up At A Wedding'). Unlike the final version, there's a lot of reverb on the vocals at this point: