# Language Models Need Sleep: Learning to Self-Modify and Consolidate Memories

arXiv: https://arxiv.org/abs/2606.03979 · HTML: https://mlsanity.com/paper/2606.03979/

## Key facts

- Cited by 2 papers in the map (data through 14 Oct 2026).
- Builds on 104 of its 139 references that are in the map.
- First posted on arXiv 2 Jun 2026.

## Builds on (most cited first, 30 of 104)

- [Attention Is All You Need](https://mlsanity.com/paper/1706.03762/) (2017)
- [Language Models are Few-Shot Learners](https://mlsanity.com/paper/2005.14165/) (2020)
- [GPT-4 Technical Report](https://mlsanity.com/paper/2303.08774/) (2023)
- [The Llama 3 Herd of Models](https://mlsanity.com/paper/2407.21783/) (2024)
- [LoRA: Low-Rank Adaptation of Large Language Models](https://mlsanity.com/paper/2106.09685/) (2021)
- [Distilling the Knowledge in a Neural Network](https://mlsanity.com/paper/1503.02531/) (2015)
- [DeepSeekMath: Pushing the Limits of Mathematical Reasoning in Open Language Models](https://mlsanity.com/paper/2402.03300/) (2024)
- [Model-Agnostic Meta-Learning for Fast Adaptation of Deep Networks](https://mlsanity.com/paper/1703.03400/) (2017)
- [Overcoming catastrophic forgetting in neural networks](https://mlsanity.com/paper/1612.00796/) (2016)
- [Mamba: Linear-Time Sequence Modeling with Selective State Spaces](https://mlsanity.com/paper/2312.00752/) (2023)
- [SQuAD: 100,000+ Questions for Machine Comprehension of Text](https://mlsanity.com/paper/1606.05250/) (2016)
- [Prefix-Tuning: Optimizing Continuous Prompts for Generation](https://mlsanity.com/paper/2101.00190/) (2021)
- [Gemini 2.5: Pushing the Frontier with Advanced Reasoning, Multimodality, Long Context, and Next Generation Agentic Capabilities](https://mlsanity.com/paper/2507.06261/) (2025)
- [The Power of Scale for Parameter-Efficient Prompt Tuning](https://mlsanity.com/paper/2104.08691/) (2021)
- [Transformers are RNNs: Fast Autoregressive Transformers with Linear Attention](https://mlsanity.com/paper/2006.16236/) (2020)
- [Dream to Control: Learning Behaviors by Latent Imagination](https://mlsanity.com/paper/1912.01603/) (2019)
- [World Models](https://mlsanity.com/paper/1803.10122/) (2018)
- [MemGPT: Towards LLMs as Operating Systems](https://mlsanity.com/paper/2310.08560/) (2023)
- [GQA: Training Generalized Multi-Query Transformer Models from Multi-Head Checkpoints](https://mlsanity.com/paper/2305.13245/) (2023)
- [RULER: What's the Real Context Size of Your Long-Context Language Models?](https://mlsanity.com/paper/2404.06654/) (2024)
- [STaR: Bootstrapping Reasoning With Reasoning](https://mlsanity.com/paper/2203.14465/) (2022)
- [On-Policy Distillation of Language Models: Learning from Self-Generated Mistakes](https://mlsanity.com/paper/2306.13649/) (2023)
- [CodeGen: An Open Large Language Model for Code with Multi-Turn Program Synthesis](https://mlsanity.com/paper/2203.13474/) (2022)
- [SnapKV: LLM Knows What You are Looking for Before Generation](https://mlsanity.com/paper/2404.14469/) (2024)
- [H2O: Heavy-Hitter Oracle for Efficient Generative Inference of Large Language Models](https://mlsanity.com/paper/2306.14048/) (2023)
- [Sequence-Level Knowledge Distillation](https://mlsanity.com/paper/1606.07947/) (2016)
- [Recurrent World Models Facilitate Policy Evolution](https://mlsanity.com/paper/1809.01999/) (2018)
- [Fast Transformer Decoding: One Write-Head is All You Need](https://mlsanity.com/paper/1911.02150/) (2019)
- [Phi-4 Technical Report](https://mlsanity.com/paper/2412.08905/) (2024)
- [What learning algorithm is in-context learning? Investigations with linear models](https://mlsanity.com/paper/2211.15661/) (2022)

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

- [Discovery by Dreaming: Cross-Domain Recombination in Artificial Memory](https://mlsanity.com/paper/2607.16256/) (2026)
- [Self-Preservation in Language Models](https://mlsanity.com/paper/2610.12602/) (2026)

## Abstract (arXiv)

The past few decades have witnessed significant advances in the design of machine learning algorithms, from early studies on task-specific shallow models to more general deep Large Language Models (LLMs). Despite showing promising results in tasks that require instant prediction or in-context learning, existing models lack the ability to continually learn and effectively transfer their temporal in-context knowledge to their long-term parameters. Inspired by human learning process, we introduce a ''Sleep'' paradigm that allows the models to continually learn, distill their short-term fragile memories into stable long-term knowledge with replay, and recursively improve themselves with ''Dreaming'' process. In more detail, sleep consists of two stages: (1) Memory Consolidation: an upward distillation process, called Knowledge Seeding, where the memories of a smaller-self are distilled into a larger network to provide more capacity while preserving the knowledge. As a proof of concept, we present a new Generalized Distillation process for {Knowledge Seeding} (i.e., the combination of on-policy distillation with Reinforcement Learning (RL)-based imitation learning); (2) Dreaming: a self-improvement phase, where the model uses RL to generate a curriculum of synthetic data to rehearse new knowledge and refine existing capabilities without human supervision. Our experiments on long-horizon, continual learning, knowledge incorporation, and few-shot generalization tasks support the importance of the sleep stage.