RAE-AR: Taming Autoregressive Models with Representation Autoencoders

Representation Autoencoders (RAE) replace traditional VAE with pretrained vision encoders. In this paper, we systematically investigate several design choices and find three insights which simplify and improve RAE. First, we study a generalized formulation where the representation is defined as sum of the last k encoder layers rather than solely the final layer. This simple change greatly improves reconstruction without encoder finetuning or specialized data (e.g., text, faces). Second, we study the prevalent assumption that RAE (using pretrained representation as encoder) replaces representation alignment (REPA), which distills the same representation to intermediate layers instead. Through large-scale empirical analysis, we uncover a surprising finding: RAE and REPA exhibit complementary working mechanisms, allowing the same representation to be used as both encoder and target for intermediate diffusion layers. Finally, the original RAE struggles with classifier-free guidance (CFG) and requires training a second, weaker diffusion model for AutoGuidance (AG). We show that REPA itself can be viewed as x-prediction in RAE latent space. By simply re-parameterizing the output of the DiT model, it can provide guidance for "free". Overall, RAEv2 leads to more than 10x faster convergence over the original RAE, achieving a state-of-the-art gFID of 1.06 in just 80 epochs on ImageNet-256. On FDr6, RAEv2 achieves a state-of-the-art 2.17 at just 80 epochs compared to the previous best 3.26 (800 epochs) without any post-training. This motivates EPFID@k (epochs to reach unguided gFID < k) as a measure of training efficiency. RAEv2 attains an EPFID@2 of 35 epochs, versus 177 for the original RAE. We also validate our approach across diverse settings for text-to-image generation and navigation world models, showing consistent improvements. The code is available at https://raev2.github.io.

Video generative models commonly rely on latent spaces learned by 3D Variational Autoencoders (3D-VAEs). However, conventional 3D-VAEs are mainly optimized for pixel-level reconstruction, which can limit the semantic and spatio-temporal structure captured by their latents. Meanwhile, Video Foundation Models (VFMs) such as V-JEPA 2 and VideoMAEv2 show strong video understanding capabilities, yet whether their frozen representations can be transformed into compact, reconstruction-capable, and generation-friendly video latents remains largely unexplored. We answer this question with VideoRAE, a representation autoencoder that leverages multi-scale hierarchical features from a frozen video foundation encoder and compresses them with a lightweight 1D self-attention projector. VideoRAE supports both continuous latents for Diffusion Transformers and discrete tokens for autoregressive models via multi-codebook high-dimensional quantization. During decoding, a local-and-global representation alignment objective with the frozen VFM teacher improves semantic preservation and enables training without KL regularization. Experiments show that VideoRAE achieves strong reconstruction in both continuous and discrete regimes. On UCF-101, it obtains state-of-the-art class-to-video gFVDs of 40 and 93 with AR and DiT generators, respectively, while converging approximately 5x faster than competing autoencoder baselines. In a controlled 2B-scale text-to-video study, replacing LTX-VAE with VideoRAE leads to faster convergence under comparable settings. These results validate frozen VFM representations as versatile and generation-friendly video latents. The model and code will be released on https://zhxie0117.github.io/VideoRAE.

Representation autoencoders (RAEs) reuse features from a pretrained visual encoder as reconstruction and diffusion latents, integrating strong visual representations into image generation. However, RAEs still need to decide which encoder layers form the shared latent space for the generator and pixel decoder. This choice involves a trade-off: shallower layers tend to preserve fine pixel details better, while deeper layers tend to yield better generation metrics. A fixed heuristic layer fusion therefore couples two stages that benefit from different information. We introduce FuseReg, which replaces heuristic feature selection with training over random subsets of encoder layers. We theoretically analyze the underlying mechanism: subset sampling preserves the full-layer latent mean in expectation while explicitly penalizing sensitivity to cross-layer disagreement. On ImageNet-256 with DINOv3-L, a single FuseReg decoder reconstructs from full, sparse, and single-layer fusions without retraining, achieving higher PSNR than decoders specialized to fixed fusions. This flexibility also benefits generation: decoder replacement alone reduces unguided gFID by 27% with an unchanged RAEv2 DiT-XL generator. Applying FuseReg to both stages also reduces unguided gFID by 29% on DiT-Base. The reconstruction and generation benefits also extend to other encoder families. FuseReg narrows the reconstruction-generation gap without additional training cost or architectural changes.