Going Deeper With Memories

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.

Residual connections propagate information through a network by additively accumulating layer outputs. Recently proposed alternatives, such as Manifold-Constrained Hyper-Connections (mHC) and Attention Residuals (AttnRes), instead use more expressive depth aggregation mechanisms that improve language modeling performance at scale. In this work, we consider the mixing of representations over depth as a problem of storing and retrieving information across layers. Formalizing this perspective, we introduce Depth Memory (DM), a unified framework that describes the standard pre-layer-norm (PreLN) transformer, mHC, and AttnRes in terms of streams that carry representations through the network. One such stream, for example, could be an explicit memory stream that is queried to enrich the input to every layer, and whose output is subsequently written back into the memory for use by later layers. For AttnRes, this memory stream is a growing cache of explicit layer representations. For mHC, it is an expanded residual stream. Building on this view, we propose Linear Depth Memory (LDM), which formulates information retrieval across depth as a regression problem solved using recursive least squares. The resulting architecture propagates three streams across depth: the standard residual stream, a linear associative memory stream, and an inverse covariance stream. For high-throughput training and inference, we propose a hardware-aware implementation of LDM that reduces peak activation memory and memory traffic. LDM consistently achieves the lowest perplexities among PreLN, mHC and AttnRes baselines at the 400M and 1.5B parameter scales, alongside competitive zero-shot accuracy.

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.