Abstract
Papers 1-2 of the Kathleen series showed that a byte-level, attention-free architecture built from a wavetable encoder and multi-scale reverberant state can match strong baselines on classification at ~450-700K parameters, without pretraining. We ask whether the same ingredients can generate. (1) Scaling: on byte-level language modeling (WikiText-103, raw UTF-8, no tokenizer), the reverberant model beats a parameter-matched transformer at every dataset scale measured (2-512 MB), e.g. 1.84 vs 2.04 bits/byte at 512 MB with ~0.5M parameters; the transformer needs more than 512 MB to match what the attention-free model learns from 32 MB. (2) Measurement: we introduce FORM DISTANCE, a non-parametric, gaming-resistant instrument for "reads like text": nine statistical axes of human text define a reference cloud, and five constructed fakes are all rejected. (3) Generation: decoding policy dominates architecture -- widening the sampler halves the same model's distance (3.17 to 1.52), and a retrieval-augmented decoding scheme takes the frozen model further (1.52 to 1.14) with no training step involved; the ablation attributes the gain to the sparse phrase dose itself, not the selection gate. The gain has a sharp boundary condition: the phrases must come from the model's own training corpus -- a 40x larger foreign library helps not at all, an effect the attention twin shares, consistent with in-context integration being a capability of scale. We also report four architectural additions that did not help, and a computed lexicon reaching 94% of a learned table's top-1 accuracy at one fifth of the parameters. Everything runs offline; all experiments are reproducible on a free Kaggle T4.