Repurposing Pre-trained LLMs as High Fidelity Continuous Text Autoencoders
TL;DR
LLMAE, a method for repurposing a pretrained decoder-only language model as a continuous text autoencoder by exposing the activations of an intermediate layer as a fixed-length latent bottleneck, is proposed and provides an effective substrate for downstream adaptation while benefiting from the fluency of the original LLM.
Abstract
Next-token prediction has enabled highly fluent autoregressive language models, but it represents global structure only indirectly through sequential factorization. In contrast, high-fidelity autoencoders have become a standard primitive in image generation, enabling generative models to operate over continuous latent spaces; text lacks a comparably faithful continuous representation. We propose LLMAE, a method for repurposing a pretrained decoder-only language model as a continuous text autoencoder by exposing the activations of an intermediate layer as a fixed-length latent bottleneck. LLMAE achieves this interface with structured attention masks and LoRA adaptation, leveraging the generative prior of the original LLM. Across two backbones (270M Gemma 3 and 0.5B Qwen2.5), LLMAE reconstructs sequences up to 1024 tokens with high accuracy, reproducing up to 97% of documents verbatim. We demonstrate downstream utility by training a lightweight diffusion model that generates detailed image captions directly in the frozen LLMAE latent space. By mapping text into a fixed-length continuous latent space, our approach provides an effective substrate for downstream adaptation while benefiting from the fluency of the original LLM. Code and models are available at https://github.com/arkanath/LLMAE.
