Scaling and Distilling Text Embeddings for Better Diffusibility
Zekai Zhang, Yunjie Tian, Yanjin He, Xiaoyan Zhang, Dongdi Zhao, Qing Qu, Di Fu
University of Michigan
Published October 1, 2026 · on the feed October 2, 2026 · ▲ 51 · arXiv 2610.01016
The abstract
Diffusion language models (DLMs) offer a promising alternative to autoregressive (AR) language generation. Recent advances in continuous DLMs, which apply latent diffusion to continuous text embeddings, raise a practical question: which embedding makes the best latent space, i.e., the most diffusible? To answer this, we search through different embeddings and find that scaling the embedding model to stronger ones within the same family (T5 to T5Gemma-1 to T5Gemma-2) greatly improves generative performance. But the raw T5Gemma-2 embeddings are still not optimal. They are so discriminative that even the embeddings of plausible alternative words are separated, which makes the generation vulnerable to imperfect sampling. Consequently, continuous diffusion often fails to reach any of them and ends up at an invalid embedding instead. To address this, we distill T5Gemma-2 into a student encoder that learns the teacher's decoded probabilities as soft labels. Learning from such soft labels makes the student pull the alternative embeddings closer while maintaining the encoding-decoding mechanism. The distilled embeddings form a more connected and diffusible latent space, improving over the vanilla T5Gemma-2 embeddings. As a result, our medium-sized DLM achieves Gen. PPL 17.8 (against real-text PPL 15.4) at real-text entropy on OpenWebText, outperforming GPT-2-M on Gen. PPL.
The Brief
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Transcript
Scaling and Distilling Text Embeddings for Better Diffusibility. By Zekai Zhang and six others, from the University of Michigan. Published on the first of October. Its code repository is public and real: eleven source files.
Diffusion language models are an alternative to generating text autoregressively, one token after another. A recent line of them, continuous diffusion language models, applies latent diffusion to continuous text embeddings rather than to discrete tokens. That raises a practical question which sounds simple and is not. Which embedding makes the best latent space to diffuse in? The authors call the property they are after diffusibility, and the answer depends on more than how good an embedding is at telling words apart.
A search through different embeddings produces two observations. First, scaling the embedding model to stronger members of the same family greatly improves generative performance: T5, then T5Gemma-1, then T5Gemma-2. Second, even the strongest of those is not optimal when used raw. T5Gemma-2 embeddings are so discriminative that even the embeddings of plausible alternative words are separated from one another. That leaves generation vulnerable to imperfect sampling. A continuous diffusion process that does not land cleanly often fails to reach any of the valid alternatives, and ends up at an invalid embedding instead.
The remedy is distillation. T5Gemma-2 acts as the teacher, and a student encoder is trained to learn the teacher's decoded probabilities as soft labels. A soft label spreads weight across the plausible alternatives instead of naming one word. Learning from such labels, the student pulls the alternative embeddings closer together, while keeping the encoding and decoding mechanism intact. The distilled embeddings form a latent space that is more connected, and in the authors' term more diffusible, than the vanilla T5Gemma-2 embeddings the student learned from.
The headline number comes from a medium-sized diffusion language model trained on OpenWebText. Sampled at real-text entropy, it reaches a generative perplexity of seventeen point eight. Real text itself scores fifteen point four. On that generative perplexity measure, the model outperforms GPT-2-M. The distilled embeddings are also reported to improve over the vanilla T5Gemma-2 embeddings they were distilled from.
Two pressures are at work here, and they point different ways. A stronger encoder gives a better space to generate in, which is why scaling helps. Yet the sharper an encoder separates words, the less room an imperfect sampler has to land somewhere valid. Distilling with soft labels is how the authors keep the strength of the larger model while bringing plausible alternatives back within reach of each other.
Paper Quest · 7 chapters · about 41 min
Play this paper
Learn it by doing: make the calls the authors made, guess the result before you see it, and defend it in a viva graded on your own words. Chapter 1 is right here.
Chapter 1 🧩 · The problem
Text diffusion borrows a trick from images, and it all hangs on one choice: the space you diffuse in.
You are building a language model that generates text the way image models generate pictures: by diffusion in a continuous space. Each word is turned into an embedding, the model learns to generate those embeddings, and a decoder turns them back into words.
The road ahead
- 1 · The problem ~7 min Generating text by diffusion in an embedding space only works if the embeddings let an imperfect sample still land on a real word.
- 2 · What came before ~3 min
- 3 · The key idea ~9 min Distill the strong encoder into a student that learns the teacher's word probabilities, so plausible alternatives sit close and generated embeddings decode to real words.
- 4 · Choose your own research ~3 min
- 5 · Build the method ~8 min Compare embeddings under one fixed diffusion model, scale the encoder, distill the strongest into a student, then train the diffusion model on the student's embeddings.
- 6 · The experiment ~6 min You’ll guess: On OpenWebText at real-text entropy, how did a medium diffusion language model built on distilled T5Gemma-2 embeddings compare with autoregressive GPT-2-M on generative perplexity?
- 7 · The viva ~5 min Three questions from the examiners, answered in your own words. Win it for the paper’s trophy.
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