Second-Order Muon Done Right: A Principled Marriage of Spectral Geometry and Curvature

Muon is an increasingly widely used optimizer that replaces a gradient $G=USV^\top$ with its polar factor $UV^\top$, thereby flattening the singular spectrum. However, full flattening discards singular-value information that may matter for adaptation. We introduce Muon$^p$, a Muon-style optimizer that instead uses fractional spectral-power updates $US^pV^\top$ for rational $p\in(0,1)$, interpolating between Muon and gradient descent. To make it practical, we prove that fractional spectral powers cannot be computed by any fixed univariate polynomial iteration, and furthermore derive low-degree odd bivariate recurrences that approximate $US^pV^\top$ using only matrix multiplications, preserving Muon's matrix-multiplication-only structure and compute complexity. We show that Muon$^p$ maximizes the linear improvement in loss under the Schatten $q$-norm for $q=1+\frac{1}{p}$. Empirically, Muon$^p$ is especially effective for finetuning: on billion-scale models, Muon$^p$ improves validation perplexity and downstream task performance. We further analyze when Muon$^p$ is less suitable, through the lens of spectral geometry. Our results reveal important insights on when preserving the singular spectrum can bring significant gains, and introduce a principled way to achieve them.

The recent empirical success of the Muon optimizer has renewed interest in non-Euclidean optimization, typically justified by similarities with second-order methods, and linear minimization oracle (LMO) theory. In this paper, we challenge this geometric narrative through three contributions, demonstrating that precise geometric structure is not the key factor affecting optimization performance. First, we introduce Freon, a family of optimizers based on Schatten (quasi-)norms, powered by a novel, provably optimal QDWH-based iterative approximation. Freon naturally interpolates between SGD and Muon, while smoothly extrapolating into the quasi-norm regime. Empirically, the best-performing Schatten parameters for GPT-2 lie strictly within the quasi-norm regime, and thus cannot be represented by any unitarily invariant LMO. Second, noting that Freon performs well across a wide range of exponents, we introduce Kaon, an absurd optimizer that replaces singular values with random noise. Despite lacking any coherent geometric structure, Kaon matches Muon's performance and retains classical convergence guarantees, proving that strict adherence to a precise geometry is practically irrelevant. Third, having shown that geometry is not the primary driver of performance, we demonstrate it is instead controlled by two local quantities: alignment and descent potential. Ultimately, each optimizer must tune its step size around these two quantities. While their dynamics are difficult to predict a-priori, evaluating them within a stochastic random feature model yields a precise insight: Muon succeeds not by tracking an ideal global geometry, but by guaranteeing step-size optimality.

Muon replaces a matrix gradient $G=UΣV^\top$ by its polar factor $UV^\top$. This keeps the singular directions selected by the gradient, but makes the update spectrum flat. We study the optimization bias created by this operation. Under explicit alignment assumptions, we prove that the polar update is the one-step entropy-maximizing choice among bounded updates that use the gradient singular directions and do not adapt to the current weight spectrum. In an underdetermined regression model, we derive exact singular-value dynamics for continuous-time Muon and identify a measurement-dependent condition under which the normalized spectrum moves toward equal nonzero singular values. This geometry also rules out a common low-rank interpretation: at fixed Frobenius norm, Muon's distinguished state has a flat spectrum, whereas nuclear-norm minimization favors spectral concentration. Controlled matrix-sensing experiments separate the effect from simple gradient rescaling, show that norm-matched gradient descent does not reproduce Muon, and recover the predicted flattening trend across broad ablations. In small NanoGPT pretraining, Muon preserves stable rank, has a broad learning-rate plateau, and improves validation loss relative to AdamW; in a matched small-ViT control, the ranking reverses. The resulting picture is regime-dependent: Muon is not universally superior, but its flat-spectrum bias can help when many spectral directions need to remain active.