# Breaking Quadratic Barriers: A Non-Attention LLM for Ultra-Long Context Horizons

arXiv: https://arxiv.org/abs/2506.01963 · HTML: https://mlsanity.com/paper/2506.01963/

## Key facts

- Cited by 2 papers in the map (data through 14 Oct 2026).
- Builds on 15 of its 20 references that are in the map.
- First posted on arXiv 9 May 2025.

## Builds on (most cited first, 15 of 15)

- [Attention Is All You Need](https://mlsanity.com/paper/1706.03762/) (2017)
- [BERT: Pre-training of Deep Bidirectional Transformers for Language Understanding](https://mlsanity.com/paper/1810.04805/) (2018)
- [Language Models are Few-Shot Learners](https://mlsanity.com/paper/2005.14165/) (2020)
- [GPT-4 Technical Report](https://mlsanity.com/paper/2303.08774/) (2023)
- [Retrieval-Augmented Generation for Knowledge-Intensive NLP Tasks](https://mlsanity.com/paper/2005.11401/) (2020)
- [DeepSeek-R1: Incentivizing Reasoning Capability in LLMs via Reinforcement Learning](https://mlsanity.com/paper/2501.12948/) (2025)
- [Longformer: The Long-Document Transformer](https://mlsanity.com/paper/2004.05150/) (2020)
- [Transformer-XL: Attentive Language Models Beyond a Fixed-Length Context](https://mlsanity.com/paper/1901.02860/) (2019)
- [WaveNet: A Generative Model for Raw Audio](https://mlsanity.com/paper/1609.03499/) (2016)
- [Rethinking Attention with Performers](https://mlsanity.com/paper/2009.14794/) (2020)
- [Linformer: Self-Attention with Linear Complexity](https://mlsanity.com/paper/2006.04768/) (2020)
- [Improving language models by retrieving from trillions of tokens](https://mlsanity.com/paper/2112.04426/) (2021)
- [Compressive Transformers for Long-Range Sequence Modelling](https://mlsanity.com/paper/1911.05507/) (2019)
- [Latent Retrieval for Weakly Supervised Open Domain Question Answering](https://mlsanity.com/paper/1906.00300/) (2019)
- [Neural Machine Translation in Linear Time](https://mlsanity.com/paper/1610.10099/) (2016)

## Built on by (most cited first, 2 of 2)

- [A Survey of Context Engineering for Large Language Models](https://mlsanity.com/paper/2507.13334/) (2025)
- [Wavelet Logic Machines: Learning and Reasoning in the Spectral Domain Without Neural Networks](https://mlsanity.com/paper/2507.19514/) (2025)

## Abstract (arXiv)

We present a novel non attention based architecture for large language models (LLMs) that efficiently handles very long context windows, on the order of hundreds of thousands to potentially millions of tokens. Unlike traditional Transformer designs, which suffer from quadratic memory and computation overload due to the nature of the self attention mechanism, our model avoids token to token attention entirely. Instead, it combines the following complementary components: State Space blocks (inspired by S4) that learn continuous time convolution kernels and scale near linearly with sequence length, Multi Resolution Convolution layers that capture local context at different dilation levels, a lightweight Recurrent Supervisor to maintain a global hidden state across sequential chunks, and Retrieval Augmented External Memory that stores and retrieves high-level chunk embeddings without reintroducing quadratic operations.