Distilling Drifting Transformers 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.

Sampling from pretrained diffusion and flow-matching models typically requires many forward passes to generate diverse and high-fidelity images. Existing distillation methods often rely on multiple auxiliary networks, carefully designed training stages, or complex optimization pipelines. In this work, we revisit the recently proposed Drifting Model objective and show that a single drifting loss can be directly used to simplify one step distillation. A key observation is that the pretrained diffusion teacher itself already provides a strong representation space. Unlike the original Drifting Model, which relies on an additional pretrained feature extractor, we use intermediate hidden states of the pretrained teacher model as the feature representation. This removes the need for training or introducing an extra representation network while preserving a semantically meaningful feature geometry for drifting. Furthermore, we introduce a lightweight mode coverage loss to mitigate mode collapse during distillation and encourage the student generator to cover diverse teacher-supported regions. Extensive experiments on ImageNet and SDXL demonstrate that our method achieves efficient one step generation with competitive image quality and diversity, achieving FID scores of 1.58 on ImageNet-64$\times$64 and 18.4 on SDXL, while substantially simplifying the overall distillation framework.

Leveraging representation encoders for generative modeling offers a path for efficient, high-fidelity synthesis. However, standard diffusion transformers fail to converge on these representations directly. While recent work attributes this to a capacity bottleneck proposing computationally expensive width scaling of diffusion transformers we demonstrate that the failure is fundamentally geometric. We identify Geometric Interference as the root cause: standard Euclidean flow matching forces probability paths through the low-density interior of the hyperspherical feature space of representation encoders, rather than following the manifold surface. To resolve this, we propose Riemannian Flow Matching with Jacobi Regularization (RJF). By constraining the generative process to the manifold geodesics and correcting for curvature-induced error propagation, RJF enables standard Diffusion Transformer architectures to converge without width scaling. Our method RJF enables the standard DiT-B architecture (131M parameters) to converge effectively, achieving an FID of 3.37 where prior methods fail to converge. Code: https://github.com/amandpkr/RJF