Language Models Need Sleep: Learning to Self-Modify and Consolidate Memories
Authors: Ali Behrouz, Farnoosh Hashemi, Adel Javanmard, Vahab Mirrokni
Abstract
The past few decades have witnessed significant advances in the design of machine learning algorithms, from early studies on task-specific shallow models to more general deep Large Language Models (LLMs). Despite showing promising results in tasks that require instant prediction or in-context learning, existing models lack the ability to continually learn and effectively transfer their temporal in-context knowledge to their long-term parameters. Inspired by human learning process, we introduce a ''Sleep'' paradigm that allows the models to continually learn, distill their short-term fragile memories into stable long-term knowledge with replay, and recursively improve themselves with ''Dreaming'' process. In more detail, sleep consists of two stages: (1) Memory Consolidation: an upward distillation process, called Knowledge Seeding, where the memories of a smaller-self are distilled into a larger network to provide more capacity while preserving the knowledge. As a proof of concept, we present a new Generalized Distillation process for {Knowledge Seeding} (i.e., the combination of on-policy distillation with Reinforcement Learning (RL)-based imitation learning); (2) Dreaming: a self-improvement phase, where the model uses RL to generate a curriculum of synthetic data to rehearse new knowledge and refine existing capabilities without human supervision. Our experiments on long-horizon, continual learning, knowledge incorporation, and few-shot generalization tasks support the importance of the sleep stage.
Transformer-based large language models are increasingly used for long-horizon tasks; however, their attention mechanism scales poorly with context length. To handle this, we study a sleep-like consolidation mechanism in which a model periodically converts recent context into persistent fast weights before clearing its key-value cache. During sleep, the model performs N offline recurrent passes over the accumulated context and updates the fast weights in its state-space model (SSM) blocks through a learned local rule. During inference, this shifts extra computation to sleep while preserving the latency of wake-time prediction. We test our method on controlled synthetic tasks, including cellular automata and multi-hop graph retrieval, as well as a realistic math reasoning task, on which a regular transformer as well as SSM-attention hybrid models fail. We then show that increasing sleep duration N for our models improves performance, with the largest gains on examples that require deeper reasoning.
Large language models (LLMs) increasingly receive information as streams of passages, conversations, and long-context workflows. While longer context windows expose more evidence, they do not ensure that useful information is preserved and reused. We study continual context consolidation: writing current context into model weights while limiting interference with previously consolidated information. We propose \textbf{S}elf-\textbf{Co}nsolidating \textbf{L}anguage Models (SCoL), a post-training framework in which, given current context, an LLM learns to generate textual update instructions specifying which of its own Transformer layers should be updated. Because committed updates change the model that later generates future selections, we train SCoL with meta-reinforcement learning over an evolving model state. We instantiate SCoL with supervised QA rewards on SQuAD knowledge incorporation and intrinsic likelihood-based rewards for LongBench v2 long-context consolidation. Across both settings, SCoL improves acquisition and retention over prompting, summarization, batch test-time training, and sequential finetuning baselines. Analysis of learned selection patterns shows that SCoL encourages the LLM to generate sparse update locations that align with layers of high Fisher information, suggesting that the model learns to route plasticity toward loss-sensitive regions while limiting interference. Moreover, SCoL transfers from shorter meta-training streams to longer LongBench v2 streams at evaluation, suggesting that our framework supports scalable streaming consolidation.
We present SCM (Sleep-Consolidated Memory), a research preview of a memory architecture for large language models that draws on neuroscientific principles to address a fundamental limitation in current systems: the absence of persistent, structured, and biologically plausible memory. Existing approaches rely on truncating context windows, growing vector databases without bound, or tiered storage systems that lack consolidation and forgetting mechanisms. SCM implements five core components inspired by human memory: a limited-capacity working memory, multi-dimensional importance tagging, offline sleep-stage consolidation with distinct NREM and REM phases, intentional value-based forgetting, and a computational self-model enabling introspection. Across a standardized benchmark suite of eight tests, the prototype achieves perfect recall accuracy over ten-turn conversations while reducing memory noise by 90.9% through adaptive forgetting. Memory search latency remains below one millisecond even with hundreds of stored concepts. This work establishes the architectural foundations for memory systems that consolidate, prioritize, and forget, offering a testable platform for advancing LLM memory research.