We propose Keyless Attention, an attention mechanism that eliminates the key projection entirely, operating over queries and values only. This yields a Value-Only Cache that reduces KV cache memory and access overhead by exactly 50% over standard attention, while matching or exceeding standard attention's decode throughput. Beyond efficiency, we introduce Depth-
m Attention Factorization: standard attention computes a depth-2 factorization of the attention bilinear form, while Keyless Attention realizes a depth-
m instance of this family. At m=3, Keyless Attention matches the projection matrix count of standard attention via a value-space routing matrix that replaces the key projection and introduces a coupling between routing and retrieval. Experiments across five models and four architectures (GPT-2 280M, GPT-2 557M, Pythia 410M, Qwen2 1.5B, and Llama 3.2 1B) show that Keyless Attention matches or outperforms standard QKV attention on perplexity in 4 out of 5 models. On downstream zero-shot evaluation (GPT-2 557M), Keyless Attention outperforms on 4 out of 5 commonsense reasoning benchmarks, while achieving 50% KV cache reduction throughout.