# Titans: Learning to Memorize at Test Time

arXiv: https://arxiv.org/abs/2501.00663 · HTML: https://mlsanity.com/paper/2501.00663/

## Key facts

- Cited by 328 papers in the map (data through 14 Oct 2026).
- Placed in Test-time compute and efficient thinking, one of 17 directions in LLM reasoning.
- Builds on 107 of its 135 references that are in the map.
- First posted on arXiv 31 Dec 2024.

## Placed in

- LLM reasoning / [Test-time compute and efficient thinking](https://mlsanity.com/lr/test-time-compute-and-efficient-thinking/)

## Builds on (most cited first, 30 of 107)

- [Attention Is All You Need](https://mlsanity.com/paper/1706.03762/) (2017)
- [GPT-4 Technical Report](https://mlsanity.com/paper/2303.08774/) (2023)
- [LLaMA: Open and Efficient Foundation Language Models](https://mlsanity.com/paper/2302.13971/) (2023)
- [Retrieval-Augmented Generation for Knowledge-Intensive NLP Tasks](https://mlsanity.com/paper/2005.11401/) (2020)
- [Scaling Laws for Neural Language Models](https://mlsanity.com/paper/2001.08361/) (2020)
- [Qwen2.5 Technical Report](https://mlsanity.com/paper/2412.15115/) (2024)
- [Think you have Solved Question Answering? Try ARC, the AI2 Reasoning Challenge](https://mlsanity.com/paper/1803.05457/) (2018)
- [Mamba: Linear-Time Sequence Modeling with Selective State Spaces](https://mlsanity.com/paper/2312.00752/) (2023)
- [RoFormer: Enhanced Transformer with Rotary Position Embedding](https://mlsanity.com/paper/2104.09864/) (2021)
- [Neural Machine Translation by Jointly Learning to Align and Translate](https://mlsanity.com/paper/1409.0473/) (2014)
- [HellaSwag: Can a Machine Really Finish Your Sentence?](https://mlsanity.com/paper/1905.07830/) (2019)
- [FlashAttention: Fast and Memory-Efficient Exact Attention with IO-Awareness](https://mlsanity.com/paper/2205.14135/) (2022)
- [Gaussian Error Linear Units (GELUs)](https://mlsanity.com/paper/1606.08415/) (2016)
- [Lost in the Middle: How Language Models Use Long Contexts](https://mlsanity.com/paper/2307.03172/) (2023)
- [Mistral 7B](https://mlsanity.com/paper/2310.06825/) (2023)
- [Pointer Sentinel Mixture Models](https://mlsanity.com/paper/1609.07843/) (2016)
- [PIQA: Reasoning about Physical Commonsense in Natural Language](https://mlsanity.com/paper/1911.11641/) (2019)
- [FlashAttention-2: Faster Attention with Better Parallelism and Work Partitioning](https://mlsanity.com/paper/2307.08691/) (2023)
- [Efficiently Modeling Long Sequences with Structured State Spaces](https://mlsanity.com/paper/2111.00396/) (2021)
- [The Pile: An 800GB Dataset of Diverse Text for Language Modeling](https://mlsanity.com/paper/2101.00027/) (2020)
- [Efficient Streaming Language Models with Attention Sinks](https://mlsanity.com/paper/2309.17453/) (2023)
- [BoolQ: Exploring the Surprising Difficulty of Natural Yes/No Questions](https://mlsanity.com/paper/1905.10044/) (2019)
- [Informer: Beyond Efficient Transformer for Long Sequence Time-Series Forecasting](https://mlsanity.com/paper/2012.07436/) (2020)
- [A Time Series is Worth 64 Words: Long-term Forecasting with Transformers](https://mlsanity.com/paper/2211.14730/) (2022)
- [Transformers are RNNs: Fast Autoregressive Transformers with Linear Attention](https://mlsanity.com/paper/2006.16236/) (2020)
- [Transformer-XL: Attentive Language Models Beyond a Fixed-Length Context](https://mlsanity.com/paper/1901.02860/) (2019)
- [Rethinking Attention with Performers](https://mlsanity.com/paper/2009.14794/) (2020)
- [Root Mean Square Layer Normalization](https://mlsanity.com/paper/1910.07467/) (2019)
- [Are Transformers Effective for Time Series Forecasting?](https://mlsanity.com/paper/2205.13504/) (2022)
- [RULER: What's the Real Context Size of Your Long-Context Language Models?](https://mlsanity.com/paper/2404.06654/) (2024)

## Built on by (most cited first, 30 of 328)

- [Towards Reasoning Era: A Survey of Long Chain-of-Thought for Reasoning Large Language Models](https://mlsanity.com/paper/2503.09567/) (2025)
- [Reinforcement Learning via Self-Distillation](https://mlsanity.com/paper/2601.20802/) (2026)
- [Memory in the Age of AI Agents](https://mlsanity.com/paper/2512.13564/) (2025)
- [TTRL: Test-Time Reinforcement Learning](https://mlsanity.com/paper/2504.16084/) (2025)
- [MiniMax-M1: Scaling Test-Time Compute Efficiently with Lightning Attention](https://mlsanity.com/paper/2506.13585/) (2025)
- [MemAgent: Reshaping Long-Context LLM with Multi-Conv RL-based Memory Agent](https://mlsanity.com/paper/2507.02259/) (2025)
- [LightMem: Lightweight and Efficient Memory-Augmented Generation](https://mlsanity.com/paper/2510.18866/) (2025)
- [MemOS: A Memory OS for AI System](https://mlsanity.com/paper/2507.03724/) (2025)
- [A Survey of Efficient Reasoning for Large Reasoning Models: Language, Multimodality, and Beyond](https://mlsanity.com/paper/2503.21614/) (2025)
- [Test-Time Training Done Right](https://mlsanity.com/paper/2505.23884/) (2025)
- [TTT3R: 3D Reconstruction as Test-Time Training](https://mlsanity.com/paper/2509.26645/) (2025)
- [Advances and Challenges in Foundation Agents: From Brain-Inspired Intelligence to Evolutionary, Collaborative, and Safe Systems](https://mlsanity.com/paper/2504.01990/) (2025)
- [One-Minute Video Generation with Test-Time Training](https://mlsanity.com/paper/2504.05298/) (2025)
- [Cartridges: Lightweight and general-purpose long context representations via self-study](https://mlsanity.com/paper/2506.06266/) (2025)
- [A Survey on Latent Reasoning](https://mlsanity.com/paper/2507.06203/) (2025)
- [DeltaProduct: Improving State-Tracking in Linear RNNs via Householder Products](https://mlsanity.com/paper/2502.10297/) (2025)
- [Test-time regression: a unifying framework for designing sequence models with associative memory](https://mlsanity.com/paper/2501.12352/) (2025)
- [Nested Learning: The Illusion of Deep Learning Architectures](https://mlsanity.com/paper/2512.24695/) (2025)
- [ATLAS: Learning to Optimally Memorize the Context at Test Time](https://mlsanity.com/paper/2505.23735/) (2025)
- [It's All Connected: A Journey Through Test-Time Memorization, Attentional Bias, Retention, and Online Optimization](https://mlsanity.com/paper/2504.13173/) (2025)
- [Long-Context State-Space Video World Models](https://mlsanity.com/paper/2505.20171/) (2025)
- [End-to-End Test-Time Training for Long Context](https://mlsanity.com/paper/2512.23675/) (2025)
- [Mem-α: Learning Memory Construction via Reinforcement Learning](https://mlsanity.com/paper/2509.25911/) (2025)
- [MoM: Linear Sequence Modeling with Mixture-of-Memories](https://mlsanity.com/paper/2502.13685/) (2025)
- [MesaNet: Sequence Modeling by Locally Optimal Test-Time Training](https://mlsanity.com/paper/2506.05233/) (2025)
- [A Survey of Agent Memory in the Second Half: Towards Self-Evolving and Long-Horizon Agents](https://mlsanity.com/paper/2602.06052/) (2026)
- [Jet-Nemotron: Efficient Language Model with Post Neural Architecture Search](https://mlsanity.com/paper/2508.15884/) (2025)
- [HERMES: KV Cache as Hierarchical Memory for Efficient Streaming Video Understanding](https://mlsanity.com/paper/2601.14724/) (2026)
- [Position: Episodic Memory is the Missing Piece for Long-Term LLM Agents](https://mlsanity.com/paper/2502.06975/) (2025)
- [Rethinking Memory in LLM based Agents: Representations, Operations, and Emerging Topics](https://mlsanity.com/paper/2505.00675/) (2025)

## Abstract (arXiv)

Over more than a decade there has been an extensive research effort on how to effectively utilize recurrent models and attention. While recurrent models aim to compress the data into a fixed-size memory (called hidden state), attention allows attending to the entire context window, capturing the direct dependencies of all tokens. This more accurate modeling of dependencies, however, comes with a quadratic cost, limiting the model to a fixed-length context. We present a new neural long-term memory module that learns to memorize historical context and helps attention to attend to the current context while utilizing long past information. We show that this neural memory has the advantage of fast parallelizable training while maintaining a fast inference. From a memory perspective, we argue that attention due to its limited context but accurate dependency modeling performs as a short-term memory, while neural memory due to its ability to memorize the data, acts as a long-term, more persistent, memory. Based on these two modules, we introduce a new family of architectures, called Titans, and present three variants to address how one can effectively incorporate memory into this architecture. Our experimental results on language modeling, common-sense reasoning, genomics, and time series tasks show that Titans are more effective than Transformers and recent modern linear recurrent models. They further can effectively scale to larger than 2M context window size with higher accuracy in needle-in-haystack tasks compared to baselines.