Kathleen: Oscillator-Based Byte-Level Text Classification Without Tokenization or Attention

Papers 1-2 of the Kathleen series showed that a byte-level, attention-free architecture built from a wavetable encoder and multi-scale reverberant state can match strong baselines on classification at ~450-700K parameters, without pretraining. We ask whether the same ingredients can generate. (1) Scaling: on byte-level language modeling (WikiText-103, raw UTF-8, no tokenizer), the reverberant model beats a parameter-matched transformer at every dataset scale measured (2-512 MB), e.g. 1.84 vs 2.04 bits/byte at 512 MB with ~0.5M parameters; the transformer needs more than 512 MB to match what the attention-free model learns from 32 MB. (2) Measurement: we introduce FORM DISTANCE, a non-parametric, gaming-resistant instrument for "reads like text": nine statistical axes of human text define a reference cloud, and five constructed fakes are all rejected. (3) Generation: decoding policy dominates architecture -- widening the sampler halves the same model's distance (3.17 to 1.52), and a retrieval-augmented decoding scheme takes the frozen model further (1.52 to 1.14) with no training step involved; the ablation attributes the gain to the sparse phrase dose itself, not the selection gate. The gain has a sharp boundary condition: the phrases must come from the model's own training corpus -- a 40x larger foreign library helps not at all, an effect the attention twin shares, consistent with in-context integration being a capability of scale. We also report four architectural additions that did not help, and a computed lexicon reaching 94% of a learned table's top-1 accuracy at one fifth of the parameters. Everything runs offline; all experiments are reproducible on a free Kaggle T4.

Tokenizer-free language models remove the inductive bias of fixed tokenizers by modeling text directly as bytes, but the resulting longer sequences substantially increase computation and eliminate explicit text abstractions. We ask whether this additional computation can be useful, and whether standard Transformers can learn the abstractions that tokenization provides. We study these questions on Transformers without specialized tokenization-related architectures. With token-superposition training and hash embeddings, byte Transformers consistently outperform subword Transformers as model size scales. We further find that byte Transformers build local text abstractions as external tokenizers: a set of segmentation-like positions are used to collect local context representations, and restricting up to $25\%$ of intermediate layers to these local representations preserves downstream performance. Finally, these learned structures induce highly non-uniform generation difficulty, with uncertainty concentrated near local structure boundaries; exploiting them for speculative decoding yields $3.4\times$ more accepted tokens than in subword Transformers.

Modern language models still rely on fixed, pre-defined subword tokenizations. Once a tokenizer is trained, the LM can only operate at this fixed level of granularity, which often leads to brittle and counterintuitive behaviors even in otherwise strong reasoning models. We introduce ByteFlow Net, a new hierarchical architecture that removes tokenizers entirely and instead enables models to learn their own segmentation of raw byte streams into semantically meaningful units. ByteFlow Net performs compression-driven segmentation based on the coding rate of latent representations, yielding adaptive boundaries \emph{while preserving a static computation graph via Top-$K$ selection}. Unlike prior self-tokenizing methods that depend on brittle heuristics with human-designed inductive biases, ByteFlow Net adapts its internal representation granularity to the input itself. Experiments demonstrate that this compression-based chunking strategy yields substantial performance gains, with ByteFlow Net outperforming both BPE-based Transformers and previous byte-level architectures. These results suggest that end-to-end, tokenizer-free modeling is not only feasible but also more effective, opening a path toward more adaptive and information-grounded language models.