📌 MAROKO133 Breaking ai: Attention ISN'T all you need?! New Qwen3 variant Bru
When the transformer architecture was introduced in 2017 in the now seminal Google paper "Attention Is All You Need," it became an instant cornerstone of modern artificial intelligence.
Every major large language model (LLM) — from OpenAI's GPT series to Anthropic's Claude, Google's Gemini, and Meta's Llama — has been built on some variation of its central mechanism: attention, the mathematical operation that allows a model to look back across its entire input and decide what information matters most.
Eight years later, the same mechanism that defined AI’s golden age is now showing its limits. Attention is powerful, but it is also expensive — its computational and memory costs scale quadratically with context length, creating an increasingly unsustainable bottleneck for both research and industry. As models aim to reason across documents, codebases, or video streams lasting hours or days, attention becomes the architecture’s Achilles’ heel.
On October 28, 2025, the little-known AI startup Manifest AI introduced a radical alternative. Their new model, Brumby-14B-Base, is a retrained variant of Qwen3-14B-Base, one of the leading open-source transformer models.
But while many variants of Qwen have been trained already, Brumby-14B-Base is novel in that it abandons attention altogether.
Instead, Brumby replaces those layers with a novel mechanism called Power Retention—a recurrent, hardware-efficient architecture that stores and updates information over arbitrarily long contexts without the exponential memory growth of attention.
Trained at a stated cost of just $4,000, the 14-billion-parameter Brumby model performs on par with established transformer models like Qwen3-14B and GLM-4.5-Air, achieving near-state-of-the-art accuracy on a range of reasoning and comprehension benchmarks.
From Attention to Retention: The Architectural Shift
The core of Manifest AI’s innovation lies in what they call the Power Retention layer.
In a traditional transformer, every token computes a set of queries (Q), keys (K), and values (V), then performs a matrix operation that measures the similarity between every token and every other token—essentially a full pairwise comparison across the sequence.
This is what gives attention its flexibility, but also what makes it so costly: processing a sequence twice as long takes roughly four times the compute and memory.
Power Retention keeps the same inputs (Q, K, V), but replaces the global similarity operation with a recurrent state update.
Each layer maintains a memory matrix S, which is updated at each time step according to the incoming key, value, and a learned gating signal.
The process looks more like an RNN (Recurrent Neural Network) than a transformer: instead of recomputing attention over the entire context, the model continuously compresses past information into a fixed-size latent state.
This means the computational cost of Power Retention does not grow with context length. Whether the model is processing 1,000 or 1,000,000 tokens, the per-token cost remains constant.
That property alone—constant-time per-token computation—marks a profound departure from transformer behavior.
At the same time, Power Retention preserves the expressive power that made attention successful. Because the recurrence involves tensor powers of the input (hence the name “power retention”), it can represent higher-order dependencies between past and present tokens.
The result is an architecture that can theoretically retain long-term dependencies indefinitely, while remaining as efficient as an RNN and as expressive as a transformer.
Retraining, Not Rebuilding
Perhaps the most striking aspect of Brumby-14B’s training process is its efficiency. Manifest AI trained the model for only 60 hours on 32 Nvidia H100 GPUs, at a cost of roughly $4,000 — less than 2% of what a conventional model of this scale would cost to train from scratch.
However, since it relied on a transformer-based model, it's safe to say that this advance alone will not end the transformer AI-era.
As Jacob Buckman, founder of Manifest AI, clarified in an email to VentureBeat: “The ability to train for $4,000 is indeed only possible when leveraging an existing transformer model,” he said. “Brumby could not be trained from scratch for that price.”
Still, Buckman emphasized the significance of that result: “The reason this is important is that the ability to build on the weights of the previous generation of model architectures is a critical accelerant for the adoption of a new modeling paradigm.”
He argues this demonstrates how attention-free systems can catch up to transformer performance “for orders-of-magnitude less” investment.
In the loss curves released by Manifest AI, Brumby’s training loss quickly converges to that of the Qwen3 baseline within 3,000 training steps, even as the architecture diverges significantly from its transformer origins.
Although Brumby-14B-Base began life as Qwen3-14B-Base, it did not remain identical for long. Manifest AI fundamentally altered Qwen3’s architecture by removing its attention layers—the mathematical engine that defines how a transformer model processes information—and replacing them with their new “power retention” mechanism. This change restructured the model’s internal wiring, effectively giving it a new brain while preserving much of its prior knowledge.
Because of that architectural swap, the existing Qwen3 weights no longer fit perfectly. They were trained to operate within a transformer’s attention dynamics, not the new retention-based system. As a result, the Brumby model initially “forgot” how to apply some of its learned knowledge effectively. The retraining process—about 3,000 steps of additional learning—served to recalibrate those weights, aligning them with the power retention framework without having to start from zero.
A helpful way to think about this is to imagine taking a world-class pianist and handing them a guitar. They already understand rhythm, harmony, and melody, but their hands must learn entirely new patterns to produce the same music. Similarly, Brumby had to relearn how to use its existing knowledge through a new computational instrument. Those 3,000 training steps were, in effect, its crash course in guitar lessons.
By the end of this short retraining phase, Brumby had regained its full performance, reaching the same accuracy as the original Qwen3 model. That quick recovery is what makes the result so significant: it shows that an attention-free system can inherit and adapt the capabilities of a transformer model with only a fraction of the training time and cost.
The benchmark progression plots show a similar trend: the model rapidly approaches its target accuracy on core evaluations like GSM8K, HellaSwag, and MMLU after only a few thousand steps, matching or even slightly surpassing Qwen3 on several tasks.
Benchmarking the Brumby
Across standard evaluation tasks, Brumby-14B-Base consistently performs at or near parity with transformer baselines of comparable scale.
|
Task |
Brumby-14B |
Qwen3-14B |
GLM-4.5-Air |
Nemotron Nano (12B) |
|
ARC |
0.89 |
0.94 |
0.92 |
0.93 |
|
GSM8K |
0.88 |
0.84 |
0.83 |
0.84 |
|
GSM8K (Platinum) |
0.87 |
0.88 |
0.85 |
0.87 |