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VFM-VAE: Vision Foundation Models Can Be Good Tokenizers for Latent Diffusion Models

Tianci Bi, Xiaoyi Zhang, Yan Lu, Nanning Zheng · 2025-10 · arXiv:2510.18457

Why it matters

A useful negative result for the hybrid camp: distilling foundation-model features into a trained tokenizer weakens the representation's robustness, so this work keeps the foundation encoder frozen and redesigns only the decoder. Independent support for RAE's central choice, arrived at from the tokenizer side.

What this paper does

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Before this

Two separate lines addressed weak VAE latents. One line, exemplified by VA-VAE and REPA-E, distilled or aligned a trained VAE's latent toward vision-foundation-model features while still training the VAE's own encoder from scratch. A separate line, exemplified by RAE, discarded the trained encoder entirely and used a frozen foundation-model encoder directly as the latent, training only a decoder back to pixels.

The problem

The paper finds that distillation-based alignment of a trained VAE encoder toward a vision foundation model's features inevitably degrades the resulting representation, leaving it more brittle to semantic-preserving transformations than the original foundation-model features it was distilled from.

The idea

Skip distillation entirely and use a frozen vision foundation model as the tokenizer's encoder directly, exactly preserving its representation, and put the engineering effort into a decoder capable of reconstructing realistic images from the foundation model's coarse, semantically oriented features.

How it works

A frozen SigLIP2-Large encoder supplies the latent and is never updated during training. The trained decoder uses two designed components, Multi-Scale Latent Fusion, which splits the latent into a global style component and spatial components pulled from multiple encoder depths, and Progressive Resolution Reconstruction Blocks, six hierarchical modulated ConvNeXt blocks that upsample from 8x8 to 256x256, with the global style injected at every block while the spatial components guide only the lower-resolution blocks. This is architecturally the same frozen-encoder-plus-trained-decoder recipe RAE uses, arrived at independently from the tokenizer-design side, paired with a stronger, more recent foundation model and a decoder that draws on multiple encoder depths rather than a single output layer.

Evidence

A 685M-parameter REG-SiT-XL diffusion model trained on VFM-VAE latents reaches gFID 2.22 without classifier-free guidance on ImageNet 256x256 after only 80 epochs, reported as a 10x speedup over prior tokenizers, and gFID 1.62 without guidance after 640 epochs. VFM-VAE itself is trained on a filtered subset of about 1.15 million images at or above 256px, only 25 percent of the training images VA-VAE used, while reaching comparable alignment quality alongside strong reconstruction.

Limitations

The paper concedes VFM-VAE remains limited to continuous latent models and to moderate resolutions.

Why it matters

It is independent, tokenizer-side confirmation of RAE's central choice, that freezing the foundation-model encoder outperforms distilling its features into a trained encoder, because distillation itself degrades robustness. VFM-VAE reaches this conclusion starting from a latent-diffusion-tokenizer design question rather than the diffusion-transformer-architecture question RAE started from, and the two lines converge on the same frozen-encoder principle.

Abstract, in the authors' own words

The performance of Latent Diffusion Models (LDMs) is critically dependent on the quality of their visual tokenizers. While recent works have explored incorporating Vision Foundation Models (VFMs) into the tokenizers training via distillation, we empirically find this approach inevitably weakens the robustness of learnt representation from original VFM. In this paper, we bypass the distillation by proposing a more direct approach by leveraging the frozen VFM for the LDMs tokenizer, named VFM Variational Autoencoder (VFM-VAE).To fully exploit the potential to leverage frozen VFM for the LDMs tokenizer, we design a new decoder to reconstruct realistic images from the semantic-rich representation of VFM. With the proposed VFM-VAE, we conduct a systematic study on how the representation from different tokenizers impact the representation learning process throughout diffusion training, enabling synergistic benefits of dual-side alignment on both tokenizers and diffusion models. Our effort in tokenizer design and training strategy lead to superior performance and efficiency: our system reaches a gFID (w/o CFG) of 2.22 in merely 80 epochs (a 10$\times$ speedup over prior tokenizers). With continued training to 640 epochs, it further attains a gFID (w/o CFG) of 1.62. These results offer solid evidence for the substantial potential of VFMs to serve as visual tokenizers to accelerate the LDM training progress.

Research line

Representation-space generationcontested

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This is a strong-followup entry — a short-form summary. Full paper-page explanations (before/problem/ core idea/representation/architecture/objective/conditioning/training/inference/results/ ablations/limitations) are written for landmark and core papers first; see PROJECT_STATE.md for the schedule.