Attention-free language models that combine gating and convolutions are growing in popularity due to their efficiency and increasingly competitive performance. To better understand these architectures, we pretrain a suite of 17 attention and gated-convolution language models, finding that SoTA gated-convolution architectures still underperform attention by up to 2.1 perplexity points on the Pile. In fine-grained analysis, we find 82% of the gap is explained by each model's ability to recall information that is previously mentioned in-context, e.g. "Hakuna Matata means no worries Hakuna Matata it means no" -> ??. On this task, termed "associative recall", we find that attention outperforms gated-convolutions by a large margin: a 70M parameter attention model outperforms a 1.4 billion parameter gated-convolution model on associative recall. This is surprising because prior work shows gated convolutions can perfectly solve synthetic tests for AR capability. To close the gap between synthetics and real language, we develop a new formalization of the task called multi-query associative recall (MQAR) that better reflects actual language. We perform an empirical and theoretical study of MQAR that elucidates differences in the parameter-efficiency of attention and gated-convolution recall. Informed by our analysis, we evaluate simple convolution-attention hybrids and show that hybrids with input-dependent sparse attention patterns can close 97.4% of the gap to attention, while maintaining sub-quadratic scaling. Code is at: https://github.com/HazyResearch/zoology.

Recent work has shown that attention-based language models excel at "recall", the ability to ground generations in tokens previously seen in context. However, the efficiency of attention-based models is bottle-necked during inference by the KV-cache's aggressive memory consumption. In this work, we explore whether we can improve language model efficiency (e.g. by reducing memory consumption) without compromising on recall. By applying experiments and theory to a broad set of architectures, we identify a key tradeoff between a model's recurrent state size and recall ability. We show that efficient alternatives to attention (e.g. H3, Mamba, RWKV) maintain a fixed-size recurrent state, but struggle at recall. We propose BASED a simple architecture combining linear and sliding window attention. By varying BASED window size and linear attention feature dimension, we can dial the state size and traverse the Pareto frontier of the recall-memory tradeoff curve, recovering the full quality of attention on one end and the small state size of attention-alternatives on the other. We train language models up to $1.3$b parameters and show that BASED matches the strongest sub-quadratic models (e.g. Mamba) in perplexity and outperforms them on real-world recall-intensive tasks by 10.36 accuracy points. We further develop IO-aware algorithms that enable BASED to provide 24× higher throughput on language generation than FlashAttention-2, when generating 1024 tokens using 1.3b parameter models. Overall, BASED expands the Pareto frontier of the throughput-recall tradeoff space beyond prior architectures.

Recent advances in attention-free sequence models rely on convolutions as alternatives to the attention operator at the core of Transformers. In particular, long convolution sequence models have achieved state-of-the-art performance in many domains, but incur a significant cost during auto-regressive inference workloads -- naively requiring a full pass (or caching of activations) over the input sequence for each generated token -- similarly to attention-based models. In this paper, we seek to enable $\mathcal O(1)$ compute and memory cost per token in any pre-trained long convolution architecture to reduce memory footprint and increase throughput during generation. Concretely, our methods consist in extracting low-dimensional linear state-space models from each convolution layer, building upon rational interpolation and model-order reduction techniques. We further introduce architectural improvements to convolution-based layers such as Hyena: by weight-tying the filters across channels into heads, we achieve higher pre-training quality and reduce the number of filters to be distilled. The resulting model achieves 10x higher throughput than Transformers and 1.5x higher than Hyena at 1.3B parameters, without any loss in quality after distillation.