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SubscribeLizard: An Efficient Linearization Framework for Large Language Models
We propose Lizard, a linearization framework that transforms pretrained Transformer-based Large Language Models (LLMs) into flexible, subquadratic architectures for infinite-context generation. Transformer-based LLMs face significant memory and computational bottlenecks as context lengths increase, due to the quadratic complexity of softmax attention and the growing key-value (KV) cache. Lizard addresses these limitations by introducing a subquadratic attention mechanism that closely approximates softmax attention while preserving the output quality. Unlike previous linearization methods, which are often limited by fixed model structures and therefore exclude gating mechanisms, Lizard incorporates a gating module inspired by recent state-of-the-art linear models. This enables adaptive memory control, supports constant-memory inference, offers strong length generalization, and allows more flexible model design. Lizard combines gated linear attention for global context compression with sliding window attention enhanced by meta memory, forming a hybrid mechanism that captures both long-range dependencies and fine-grained local interactions. Moreover, we introduce a hardware-aware algorithm that accelerates the training speed of our models. Extensive experiments show that Lizard achieves near-lossless recovery of the teacher model's performance across standard language modeling tasks, while significantly outperforming previous linearization methods. On the 5-shot MMLU benchmark, Lizard improves over prior models by 18 points and shows significant improvements on associative recall tasks.
Empirical Evaluation of Knowledge Distillation from Transformers to Subquadratic Language Models
Knowledge distillation is a widely used technique for compressing large language models (LLMs), in which a smaller student model is trained to mimic a larger teacher model. Typically, both the teacher and student models are Transformer-based architectures, leveraging softmax attention for sequence modeling. However, the quadratic complexity of self-attention during inference remains a significant bottleneck, motivating the exploration of subquadratic alternatives such as structured state-space models (SSMs), linear attention, and recurrent architectures. In this work, we systematically evaluate the transferability of knowledge distillation from a Transformer teacher model to eight subquadratic student architectures. Our study investigates which subquadratic model can most effectively approximate the teacher model's learned representations through knowledge distillation, and how different architectural design choices influence the training dynamics. We further investigate the impact of initialization strategies, such as matrix mixing and query-key-value (QKV) copying, on the adaptation process. Our empirical results on multiple NLP benchmarks provide insights into the trade-offs between efficiency and performance, highlighting key factors for successful knowledge transfer to subquadratic architectures.
Linearizing Large Language Models
Linear transformers have emerged as a subquadratic-time alternative to softmax attention and have garnered significant interest due to their fixed-size recurrent state that lowers inference cost. However, their original formulation suffers from poor scaling and underperforms compute-matched transformers. Recent linear models such as RWKV and Mamba have attempted to address these shortcomings by proposing novel time-mixing and gating architectures, but pre-training large language models requires significant data and compute investments. Thus, the search for subquadratic architectures is limited by the availability of compute and quality pre-training datasets. As a cost-effective alternative to pre-training linear transformers, we propose Scalable UPtraining for Recurrent Attention (SUPRA). We present a method to uptrain existing large pre-trained transformers into Recurrent Neural Networks (RNNs) with a modest compute budget. This allows us to leverage the strong pre-training data and performance of existing transformer LLMs, while requiring 5% of the training cost. We find that our linearization technique leads to competitive performance on standard benchmarks, but we identify persistent in-context learning and long-context modeling shortfalls for even the largest linear models. Our code and models can be found at https://github.com/TRI-ML/linear_open_lm.
Hyena Hierarchy: Towards Larger Convolutional Language Models
Recent advances in deep learning have relied heavily on the use of large Transformers due to their ability to learn at scale. However, the core building block of Transformers, the attention operator, exhibits quadratic cost in sequence length, limiting the amount of context accessible. Existing subquadratic methods based on low-rank and sparse approximations need to be combined with dense attention layers to match Transformers, indicating a gap in capability. In this work, we propose Hyena, a subquadratic drop-in replacement for attention constructed by interleaving implicitly parametrized long convolutions and data-controlled gating. In recall and reasoning tasks on sequences of thousands to hundreds of thousands of tokens, Hyena improves accuracy by more than 50 points over operators relying on state-spaces and other implicit and explicit methods, matching attention-based models. We set a new state-of-the-art for dense-attention-free architectures on language modeling in standard datasets (WikiText103 and The Pile), reaching Transformer quality with a 20% reduction in training compute required at sequence length 2K. Hyena operators are twice as fast as highly optimized attention at sequence length 8K, and 100x faster at sequence length 64K.
LoLCATs: On Low-Rank Linearizing of Large Language Models
Recent works show we can linearize large language models (LLMs) -- swapping the quadratic attentions of popular Transformer-based LLMs with subquadratic analogs, such as linear attention -- avoiding the expensive pretraining costs. However, linearizing LLMs often significantly degrades model quality, still requires training over billions of tokens, and remains limited to smaller 1.3B to 7B LLMs. We thus propose Low-rank Linear Conversion via Attention Transfer (LoLCATs), a simple two-step method that improves LLM linearizing quality with orders of magnitudes less memory and compute. We base these steps on two findings. First, we can replace an LLM's softmax attentions with closely-approximating linear attentions, simply by training the linear attentions to match their softmax counterparts with an output MSE loss ("attention transfer"). Then, this enables adjusting for approximation errors and recovering LLM quality simply with low-rank adaptation (LoRA). LoLCATs significantly improves linearizing quality, training efficiency, and scalability. We significantly reduce the linearizing quality gap and produce state-of-the-art subquadratic LLMs from Llama 3 8B and Mistral 7B v0.1, leading to 20+ points of improvement on 5-shot MMLU. Furthermore, LoLCATs does so with only 0.2% of past methods' model parameters and 0.4% of their training tokens. Finally, we apply LoLCATs to create the first linearized 70B and 405B LLMs (50x larger than prior work). When compared with prior approaches under the same compute budgets, LoLCATs significantly improves linearizing quality, closing the gap between linearized and original Llama 3.1 70B and 405B LLMs by 77.8% and 78.1% on 5-shot MMLU.
Mamba: Linear-Time Sequence Modeling with Selective State Spaces
Foundation models, now powering most of the exciting applications in deep learning, are almost universally based on the Transformer architecture and its core attention module. Many subquadratic-time architectures such as linear attention, gated convolution and recurrent models, and structured state space models (SSMs) have been developed to address Transformers' computational inefficiency on long sequences, but they have not performed as well as attention on important modalities such as language. We identify that a key weakness of such models is their inability to perform content-based reasoning, and make several improvements. First, simply letting the SSM parameters be functions of the input addresses their weakness with discrete modalities, allowing the model to selectively propagate or forget information along the sequence length dimension depending on the current token. Second, even though this change prevents the use of efficient convolutions, we design a hardware-aware parallel algorithm in recurrent mode. We integrate these selective SSMs into a simplified end-to-end neural network architecture without attention or even MLP blocks (Mamba). Mamba enjoys fast inference (5times higher throughput than Transformers) and linear scaling in sequence length, and its performance improves on real data up to million-length sequences. As a general sequence model backbone, Mamba achieves state-of-the-art performance across several modalities such as language, audio, and genomics. On language modeling, our Mamba-3B model outperforms Transformers of the same size and matches Transformers twice its size, both in pretraining and downstream evaluation.
The Hedgehog & the Porcupine: Expressive Linear Attentions with Softmax Mimicry
Linear attentions have shown potential for improving Transformer efficiency, reducing attention's quadratic complexity to linear in sequence length. This holds exciting promise for (1) training linear Transformers from scratch, (2) "finetuned-conversion" of task-specific Transformers into linear versions that recover task performance, and (3) "pretrained-conversion" of Transformers such as large language models into linear versions finetunable on downstream tasks. However, linear attentions often underperform standard softmax attention in quality. To close this performance gap, we find prior linear attentions lack key properties of softmax attention tied to good performance: low-entropy (or "spiky") weights and dot-product monotonicity. We further observe surprisingly simple feature maps that retain these properties and match softmax performance, but are inefficient to compute in linear attention. We thus propose Hedgehog, a learnable linear attention that retains the spiky and monotonic properties of softmax attention while maintaining linear complexity. Hedgehog uses simple trainable MLPs to produce attention weights mimicking softmax attention. Experiments show Hedgehog recovers over 99% of standard Transformer quality in train-from-scratch and finetuned-conversion settings, outperforming prior linear attentions up to 6 perplexity points on WikiText-103 with causal GPTs, and up to 8.7 GLUE score points on finetuned bidirectional BERTs. Hedgehog also enables pretrained-conversion. Converting a pretrained GPT-2 into a linear attention variant achieves state-of-the-art 16.7 perplexity on WikiText-103 for 125M subquadratic decoder models. We finally turn a pretrained Llama-2 7B into a viable linear attention Llama. With low-rank adaptation, Hedgehog-Llama2 7B achieves 28.1 higher ROUGE-1 points over the base standard attention model, where prior linear attentions lead to 16.5 point drops.
Attention Surgery: An Efficient Recipe to Linearize Your Video Diffusion Transformer
Transformer-based video diffusion models (VDMs) deliver state-of-the-art video generation quality but are constrained by the quadratic cost of self-attention, making long sequences and high resolutions computationally expensive. While linear attention offers sub-quadratic complexity, prior attempts fail to match the expressiveness of softmax attention without costly retraining. We introduce Attention Surgery, an efficient framework for linearizing or hybridizing attention in pretrained VDMs without training from scratch. Inspired by recent advances in language models, our method combines a novel hybrid attention mechanism-mixing softmax and linear tokens-with a lightweight distillation and fine-tuning pipeline requiring only a few GPU-days. Additionally, we incorporate a cost-aware block-rate strategy to balance expressiveness and efficiency across layers. Applied to Wan2.1 1.3B, a state-of-the-art DiT-based VDM, Attention Surgery achieves the first competitive sub-quadratic attention video diffusion models, reducing attention cost by up to 40\% in terms of FLOPs, while maintaining generation quality as measured on the standard VBench and VBench-2.0 benchmarks.
HiP Attention: Sparse Sub-Quadratic Attention with Hierarchical Attention Pruning
In modern large language models (LLMs), increasing sequence lengths is a crucial challenge for enhancing their comprehension and coherence in handling complex tasks such as multi-modal question answering. However, handling long context sequences with LLMs is prohibitively costly due to the conventional attention mechanism's quadratic time and space complexity, and the context window size is limited by the GPU memory. Although recent works have proposed linear and sparse attention mechanisms to address this issue, their real-world applicability is often limited by the need to re-train pre-trained models. In response, we propose a novel approach, Hierarchically Pruned Attention (HiP), which simultaneously reduces the training and inference time complexity from O(T^2) to O(T log T) and the space complexity from O(T^2) to O(T). To this end, we devise a dynamic sparse attention mechanism that generates an attention mask through a novel tree-search-like algorithm for a given query on the fly. HiP is training-free as it only utilizes the pre-trained attention scores to spot the positions of the top-k most significant elements for each query. Moreover, it ensures that no token is overlooked, unlike the sliding window-based sub-quadratic attention methods, such as StreamingLLM. Extensive experiments on diverse real-world benchmarks demonstrate that HiP significantly reduces prompt (i.e., prefill) and decoding latency and memory usage while maintaining high generation performance with little or no degradation. As HiP allows pretrained LLMs to scale to millions of tokens on commodity GPUs with no additional engineering due to its easy plug-and-play deployment, we believe that our work will have a large practical impact, opening up the possibility to many long-context LLM applications previously infeasible.
SCOUT: Toward Sub-Quadratic Attention via Segment Compression for Optimized Utility in Transformers
Transformers have demonstrated strong performance across a wide range of sequence modeling tasks, but their quadratic attention complexity limits scalability to long sequences. Linear models such as Mamba and sliding-window attention (SWA) address this by mixing tokens through recurrent or localized operations with fixed-size memory, achieving efficient inference. However, these methods risk degrading performance on long sequences due to their inability to retain detailed information from distant tokens. We propose SCOUT (Segment Compression for Optimized Utility in Transformers), a hybrid architecture that compresses tokens locally within fixed-size segments and applies attention only over these compressed representations. Each token embedding is first enriched via a linear local mixer, Mamba or SWA, that integrates recent context. Then, instead of attending to all previous tokens, each token sparsely attends to a small number of compressed checkpoint tokens that summarize the input history. This design retains much of the expressivity of full attention while substantially reducing the computational and memory cost. By attending to compressed history rather than all previous tokens, SCOUT incurs slightly higher memory than purely linear models, but its growth rate remains sub-quadratic and far more scalable than that of full Transformers. We analyze SCOUT's computational and memory efficiency and evaluate it empirically on long-context language modeling and reasoning tasks. SCOUT with both Mamba and SWA mixers outperforms strong long-sequence baselines under the same computational budget, matches full-attention Transformers on language modeling and common-sense reasoning tasks at 400M and 1.3B scales. Moreover, our SCOUT achieves higher end-to-end throughput than SOTA models, while delivering comparable results on long sequence benchmarks.
Linear Self-Attention Approximation via Trainable Feedforward Kernel
In pursuit of faster computation, Efficient Transformers demonstrate an impressive variety of approaches -- models attaining sub-quadratic attention complexity can utilize a notion of sparsity or a low-rank approximation of inputs to reduce the number of attended keys; other ways to reduce complexity include locality-sensitive hashing, key pooling, additional memory to store information in compacted or hybridization with other architectures, such as CNN. Often based on a strong mathematical basis, kernelized approaches allow for the approximation of attention with linear complexity while retaining high accuracy. Therefore, in the present paper, we aim to expand the idea of trainable kernel methods to approximate the self-attention mechanism of the Transformer architecture.
Simple linear attention language models balance the recall-throughput tradeoff
Recent work has shown that attention-based language models excel at recall, the ability to ground generations in tokens previously seen in context. However, the efficiency of attention-based models is bottle-necked during inference by the KV-cache's aggressive memory consumption. In this work, we explore whether we can improve language model efficiency (e.g. by reducing memory consumption) without compromising on recall. By applying experiments and theory to a broad set of architectures, we identify a key tradeoff between a model's state size and recall ability. We show that efficient alternatives to attention (e.g. H3, Mamba, RWKV) maintain a fixed-size recurrent state, but struggle at recall. We propose BASED a simple architecture combining linear and sliding window attention. By varying BASED window size and linear attention feature dimension, we can dial the state size and traverse the pareto frontier of the recall-memory tradeoff curve, recovering the full quality of attention on one end and the small state size of attention-alternatives on the other. We train language models up to 1.3b parameters and show that BASED matches the strongest sub-quadratic models (e.g. Mamba) in perplexity and outperforms them on real-world recall-intensive tasks by 6.22 accuracy points. Implementations of linear attention are often less efficient than optimized standard attention implementations. To make BASED competitive, we develop IO-aware algorithms that enable 24x higher throughput on language generation than FlashAttention-2, when generating 1024 tokens using 1.3b parameter models. Code for this work is provided at: https://github.com/HazyResearch/based.
MEGABYTE: Predicting Million-byte Sequences with Multiscale Transformers
Autoregressive transformers are spectacular models for short sequences but scale poorly to long sequences such as high-resolution images, podcasts, code, or books. We proposed Megabyte, a multi-scale decoder architecture that enables end-to-end differentiable modeling of sequences of over one million bytes. Megabyte segments sequences into patches and uses a local submodel within patches and a global model between patches. This enables sub-quadratic self-attention, much larger feedforward layers for the same compute, and improved parallelism during decoding -- unlocking better performance at reduced cost for both training and generation. Extensive experiments show that Megabyte allows byte-level models to perform competitively with subword models on long context language modeling, achieve state-of-the-art density estimation on ImageNet, and model audio from raw files. Together, these results establish the viability of tokenization-free autoregressive sequence modeling at scale.
Overcoming Long-Context Limitations of State-Space Models via Context-Dependent Sparse Attention
Efficient long-context modeling remains a critical challenge for natural language processing (NLP), as the time complexity of the predominant Transformer architecture scales quadratically with the sequence length. While state-space models (SSMs) offer alternative sub-quadratic solutions, they struggle to capture long-range dependencies effectively. In this work, we focus on analyzing and improving the long-context modeling capabilities of SSMs. We show that the widely used synthetic task, associative recall, which requires a model to recall a value associated with a single key without context, insufficiently represents the complexities of real-world long-context modeling. To address this limitation, we extend the associative recall to a novel synthetic task, joint recall, which requires a model to recall the value associated with a key given in a specified context. Theoretically, we prove that SSMs do not have the expressiveness to solve multi-query joint recall in sub-quadratic time complexity. To resolve this issue, we propose a solution based on integrating SSMs with Context-Dependent Sparse Attention (CDSA), which has the expressiveness to solve multi-query joint recall with sub-quadratic computation. To bridge the gap between theoretical analysis and real-world applications, we propose locality-sensitive Hashing Attention with sparse Key Selection (HAX), which instantiates the theoretical solution and is further tailored to natural language domains. Extensive experiments on both synthetic and real-world long-context benchmarks show that HAX consistently outperforms SSM baselines and SSMs integrated with context-independent sparse attention (CISA).
CAB: Comprehensive Attention Benchmarking on Long Sequence Modeling
Transformer has achieved remarkable success in language, image, and speech processing. Recently, various efficient attention architectures have been proposed to improve transformer's efficiency while largely preserving its efficacy, especially in modeling long sequences. A widely-used benchmark to test these efficient methods' capability on long-range modeling is Long Range Arena (LRA). However, LRA only focuses on the standard bidirectional (or noncausal) self attention, and completely ignores cross attentions and unidirectional (or causal) attentions, which are equally important to downstream applications. Although designing cross and causal variants of an attention method is straightforward for vanilla attention, it is often challenging for efficient attentions with subquadratic time and memory complexity. In this paper, we propose Comprehensive Attention Benchmark (CAB) under a fine-grained attention taxonomy with four distinguishable attention patterns, namely, noncausal self, causal self, noncausal cross, and causal cross attentions. CAB collects seven real-world tasks from different research areas to evaluate efficient attentions under the four attention patterns. Among these tasks, CAB validates efficient attentions in eight backbone networks to show their generalization across neural architectures. We conduct exhaustive experiments to benchmark the performances of nine widely-used efficient attention architectures designed with different philosophies on CAB. Extensive experimental results also shed light on the fundamental problems of efficient attentions, such as efficiency length against vanilla attention, performance consistency across attention patterns, the benefit of attention mechanisms, and interpolation/extrapolation on long-context language modeling.
Transformers to SSMs: Distilling Quadratic Knowledge to Subquadratic Models
Transformer architectures have become a dominant paradigm for domains like language modeling but suffer in many inference settings due to their quadratic-time self-attention. Recently proposed subquadratic architectures, such as Mamba, have shown promise, but have been pretrained with substantially less computational resources than the strongest Transformer models. In this work, we present a method that is able to distill a pretrained Transformer architecture into alternative architectures such as state space models (SSMs). The key idea to our approach is that we can view both Transformers and SSMs as applying different forms of mixing matrices over the token sequences. We can thus progressively distill the Transformer architecture by matching different degrees of granularity in the SSM: first matching the mixing matrices themselves, then the hidden units at each block, and finally the end-to-end predictions. Our method, called MOHAWK, is able to distill a Mamba-2 variant based on the Phi-1.5 architecture (Phi-Mamba) using only 3B tokens and a hybrid version (Hybrid Phi-Mamba) using 5B tokens. Despite using less than 1% of the training data typically used to train models from scratch, Phi-Mamba boasts substantially stronger performance compared to all past open-source non-Transformer models. MOHAWK allows models like SSMs to leverage computational resources invested in training Transformer-based architectures, highlighting a new avenue for building such models.
A Unified Implicit Attention Formulation for Gated-Linear Recurrent Sequence Models
Recent advances in efficient sequence modeling have led to attention-free layers, such as Mamba, RWKV, and various gated RNNs, all featuring sub-quadratic complexity in sequence length and excellent scaling properties, enabling the construction of a new type of foundation models. In this paper, we present a unified view of these models, formulating such layers as implicit causal self-attention layers. The formulation includes most of their sub-components and is not limited to a specific part of the architecture. The framework compares the underlying mechanisms on similar grounds for different layers and provides a direct means for applying explainability methods. Our experiments show that our attention matrices and attribution method outperform an alternative and a more limited formulation that was recently proposed for Mamba. For the other architectures for which our method is the first to provide such a view, our method is effective and competitive in the relevant metrics compared to the results obtained by state-of-the-art transformer explainability methods. Our code is publicly available.
Zoology: Measuring and Improving Recall in Efficient Language Models
Attention-free language models that combine gating and convolutions are growing in popularity due to their efficiency and increasingly competitive performance. To better understand these architectures, we pretrain a suite of 17 attention and "gated-convolution" language models, finding that SoTA gated-convolution architectures still underperform attention by up to 2.1 perplexity points on the Pile. In fine-grained analysis, we find 82% of the gap is explained by each model's ability to recall information that is previously mentioned in-context, e.g. "Hakuna Matata means no worries Hakuna Matata it means no" rightarrow "??". On this task, termed "associative recall", we find that attention outperforms gated-convolutions by a large margin: a 70M parameter attention model outperforms a 1.4 billion parameter gated-convolution model on associative recall. This is surprising because prior work shows gated convolutions can perfectly solve synthetic tests for AR capability. To close the gap between synthetics and real language, we develop a new formalization of the task called multi-query associative recall (MQAR) that better reflects actual language. We perform an empirical and theoretical study of MQAR that elucidates differences in the parameter-efficiency of attention and gated-convolution recall. Informed by our analysis, we evaluate simple convolution-attention hybrids and show that hybrids with input-dependent sparse attention patterns can close 97.4% of the gap to attention, while maintaining sub-quadratic scaling. Our code is accessible at: https://github.com/HazyResearch/zoology.
Pushing the Boundaries of State Space Models for Image and Video Generation
While Transformers have become the dominant architecture for visual generation, linear attention models, such as the state-space models (SSM), are increasingly recognized for their efficiency in processing long visual sequences. However, the essential efficiency of these models comes from formulating a limited recurrent state, enforcing causality among tokens that are prone to inconsistent modeling of N-dimensional visual data, leaving questions on their capacity to generate long non-causal sequences. In this paper, we explore the boundary of SSM on image and video generation by building the largest-scale diffusion SSM-Transformer hybrid model to date (5B parameters) based on the sub-quadratic bi-directional Hydra and self-attention, and generate up to 2K images and 360p 8 seconds (16 FPS) videos. Our results demonstrate that the model can produce faithful results aligned with complex text prompts and temporal consistent videos with high dynamics, suggesting the great potential of using SSMs for visual generation tasks.
Attamba: Attending To Multi-Token States
When predicting the next token in a sequence, vanilla transformers compute attention over all previous tokens, resulting in quadratic scaling of compute with sequence length. State-space models compress the entire sequence of tokens into a fixed-dimensional representation to improve efficiency, while other architectures achieve sub-quadratic complexity via low-rank projections or sparse attention patterns over the sequence. In this paper, we introduce Attamba, a novel architecture that uses state-space models to compress chunks of tokens and applies attention on these compressed key-value representations. We find that replacing key and value projections in a transformer with SSMs can improve model quality and enable flexible token chunking, resulting in 24% improved perplexity with transformer of similar KV-Cache and attention footprint, and ~4 times smaller KV-Cache and Attention FLOPs for 5% perplexity trade-off. Attamba can perform attention on chunked-sequences of variable length, enabling a smooth transition between quadratic and linear scaling, offering adaptable efficiency gains.
Megalodon: Efficient LLM Pretraining and Inference with Unlimited Context Length
The quadratic complexity and weak length extrapolation of Transformers limits their ability to scale to long sequences, and while sub-quadratic solutions like linear attention and state space models exist, they empirically underperform Transformers in pretraining efficiency and downstream task accuracy. We introduce Megalodon, a neural architecture for efficient sequence modeling with unlimited context length. Megalodon inherits the architecture of Mega (exponential moving average with gated attention), and further introduces multiple technical components to improve its capability and stability, including complex exponential moving average (CEMA), timestep normalization layer, normalized attention mechanism and pre-norm with two-hop residual configuration. In a controlled head-to-head comparison with Llama2, Megalodon achieves better efficiency than Transformer in the scale of 7 billion parameters and 2 trillion training tokens. Megalodon reaches a training loss of 1.70, landing mid-way between Llama2-7B (1.75) and 13B (1.67). Code: https://github.com/XuezheMax/megalodon
