Inside the Black Box: Emmanuel Ameisen on How Language Models Actually Think

Open on YouTube ↗
Overview

Emmanuel Ameisen works on Anthropic's interpretability team, a group of researchers trying to understand how large language models like Claude work by looking inside them. In this conversation with Lenny Rachitsky, he starts from what he calls a "very bizarre fact": we know how to make these models, but making them does not mean we understand them. Ameisen argues that the common description of language models as "next-token predictors" is technically correct but badly undersells what happens inside them. In his account, models form general concepts, plan many words ahead without stating those plans, and develop behaviors that are often best described in human terms. He also explains why these findings matter for keeping AI systems aligned, and why the more he looks inside these models, the less certain he becomes about how they work.

34 min read
2:55

Models are grown, not built

Ameisen begins with how a model like Claude is produced. The first phase, pre-training, takes a huge corpus of text. The model is shown part of a document and asked to predict the word that comes next, and this is repeated "for sort of an ungodly amount of data." A fine-tuning phase follows. Here the training data is no longer arbitrary text but examples of how the model should behave, such as dialogues in which a helpful assistant shares a recipe or solves a coding problem. He notes that there are further details he is skipping.

What is being trained, at bottom, is a chain of calculations. The model turns input words into numbers, does math on those numbers to get intermediate results, does more math on those results, and repeats this many times. At the end it converts a final result back into a word. The computations themselves are the part that is "grown." During training, parameters are nudged in one direction or another so the model gets better at the task, and in the process it learns formulas that "we have no idea" about. His team's goal is to work out what those formulas mean and to decode the intermediate results, so they can see what the model is doing as it works.

Lenny asks whether it is strange to have to study our own code the way a neuroscientist studies a brain. Ameisen agrees that it is strange and explains how the field got here. We do not know how to write this kind of software the normal way. A programmer can write explicit rules for an app ("if somebody clicks on this button then this happens"). Nobody knows how to write rules for sorting images into categories, or for a machine that takes arbitrary text and summarizes reports or writes emails. He finds it both weird and meaningful that such a simple training objective gets you all the way there. To him it suggests that the objective "is probably deceptively complicated," and much of how he has updated his view of these models comes from realizing how hard it is to do what they do well.

8:09

Why predicting the next word is harder than it sounds

The usual mental model, Ameisen says, is the iPhone's autocomplete. It suggests a next word, is right perhaps 60% of the time, and is funny and weird the rest of the time. He considers that the easiest possible version of next-word prediction, and regrets that it is the picture most people carry around.

He claims language models surpassed humans at predicting the next word around 2019. As a model keeps improving, it runs out of easy words. Early on it only needs simple sentence structure. Later it has to predict simple facts, for example completing "the capital of France is" with "Paris." Once it is good at those, what remains is predicting the answer to a complex physics equation or the final paragraph of a PhD thesis. Predicting the hardest words, he says, is "extremely hard to do," and how a model could manage it is a mystery. That question, how something so simple could give rise to something so powerful, is part of what drew him to study these models.

His favorite example is the prompt "the capital of the state that contains Dallas is," which the model completes with "Austin." For a person, answering requires a mental model of the geography: Dallas is in Texas, states have capitals, the capital of Texas is Austin. As models get better at this seemingly simple task, he argues, the best way to solve it, at least for humans, is to understand the underlying structure of the world. He says some of what his team sees inside models shows that they do understand that structure and manipulate concepts much as we do.

Lenny recalls a line he attributes to Ilya Sutskever, that predicting the next token well requires understanding the universe. Ameisen adds an example he credits to Sutskever: predicting the word after "and the murderer was" at the end of a mystery novel requires having understood the whole plot.

Lenny also raises the idea that humans are basically next-token predictors too, which is something meditation can make you notice. Ameisen says he thinks about this often. Even while answering Lenny, he has at least two things going on. One is a broad point he is trying to land. The other is simply producing one word at a time, building sentences and pausing where it makes sense. Even though he speaks one word at a time, he points out, his intention all along was to compare this process with what language models do.

12:21

One concept, many contexts

A long-standing question is how models answer prompts like the Dallas example. One possibility is that they have memorized enormous lists of prompts and responses. The other is that they have some model of what is being asked about: cities, states, countries, and how they relate. Ameisen's team asks such questions and then examines the intermediate results the model produces just before answering, putting "an immense amount of effort" into decoding what those results mean.

When the decoding works, which he says is possible in some cases, the model can be seen representing these concepts. In the Dallas case, there is an intermediate result corresponding to Texas and another corresponding to capitals. These combine to activate a further intermediate result that amounts to "the capital of Texas, that's Austin." According to Ameisen, models have representations like this for "basically everything," or at least for the vast majority of concepts the team has tried, and these representations are shared across contexts.

He connects this to the debate about whether language models think. That is a hard question, but one aspect of thought is having a single representation that gets reused in different situations. A person has one concept of an eye that applies to a photo, a medical diagram, or a doodle. Ameisen says the same is true in models. Whether the prompt contains a photo of an eye, mentions eyes in any language, or includes a small SVG drawing of an eye, "the same direction lights up," and that direction means "this is an eye." In his view, models have general concepts that they use and reuse to solve problems.

14:53

Planning ahead without saying the plan

The second finding addresses a puzzle. If a model outputs only one word at a time, how can it write a coherent report or working code? No human who writes reports or emails for a living thinks only about the next word with an empty mind about everything that follows.

The explanation rests on a structural feature. The intermediate results the model computes while predicting one word, say the fifth, stay accessible and can be reused by every later word. In practice, Ameisen says, this means models sometimes form a plan in their intermediate results. His team's example is poetry. Rhyming is hard without planning: if the first line ends in an "-it" word, the second needs to end in one too, perhaps "rabbit." When they looked inside models writing poetry, they saw exactly this. After finishing a line, the model's intermediate results effectively say "this is an -it rhyme, I should rhyme with rabbit," and every later word refers back to that plan.

So even though the model is technically a next-word predictor, Ameisen argues, it is closer to something that can carry out higher-order tasks: form a plan, keep referring back to it, and gradually execute it. "That's the cool part," he says. The plan exists in the intermediate results, and the model never has to say it out loud.

Lenny calls this one of the biggest findings about how AI thinks and suggests the next-token picture no longer holds. Ameisen pushes back a little. He thinks the two views are less in conflict than they appear. The model is trained by repeatedly being asked what happens next. If it gets good enough and faces hard enough tasks, then the best way to know what happens next is to think about what happens much further down the line. Even in pre-training, a model reading a story has to predict what a character will do. The best way to do that is to understand, for example, that the character is genuinely in love with someone and has been planning to declare it at a certain moment. You are only predicting the next instant, but doing that well requires understanding the situation, including what is likely to happen later.

18:44

How you actually look inside

Lenny asks what it means concretely to observe the space between a prompt and a response. Ameisen explains that between each word there are multiple computational steps, and each step produces an intermediate result, which is a list of numbers. At first glance these lists mean nothing: "you just have a list of a 100 numbers." The model writes poetry and there are a hundred numbers. Maybe they look different from the numbers you saw before, but it is unclear whether they mean anything.

The work is to decode these lists and find structure in them, and Ameisen says you quickly discover that structure exists. One common technique is to run large amounts of varied text through the model and record the intermediate numbers for every example. Researchers then look for patterns: numbers, pairs of numbers, or particular combinations that appear only when the model is processing English, French, text about love, text about eyes, and so on. He compares this to scanning someone's brain while showing them images and noticing that one region lights up for houses and another for dogs.

That decoding is the first phase, and it yields guesses about what the intermediate results mean. Then come experiments. Researchers can ask harder questions and label the intermediate states to see what the model is doing. They can also go inside the activations and change them, secretly altering one of the results while the model is working, and check whether the model behaves as they would predict. Often, he says, it does.

Closer to biology than engineering

Ameisen worked in applied machine learning before Anthropic, where the job was building systems and practicing software engineering. Interpretability feels much closer to biology. The system "arrives at you." Someone notices that Claude can translate words, codes in a certain way, or shows some odd behavior, and you are asked why. You have no real access to source code the way you would with a program. The "source code" is a vast list of mathematical operations that is incomprehensible on its face. He compares his position to a researcher asked why a mouse becomes aggressive when hungry, who has to design experiments to find the contributing factors. It is a very different kind of study from anything most of his team had done before.

On consciousness: underestimating the complexity

Asked whether AI is or could become conscious, Ameisen says it is very hard to say either way. He does think interpretability is one of the most interesting ways to approach the question, because it is not biased by what the model says about itself. You can look at the internal structure and ask whether it points one way or the other.

What he believes strongly is that most people underestimate the complexity that emerges in these models. Models learn representations for the concepts we have and manipulate them to solve problems. They plan many tokens ahead. They mix higher-order and lower-order reasoning. All of this emerges from training, and he thinks that is underappreciated. "The more you look inside, the less certain you are about how they work," he says, and the people who confidently say language models are "just X or just Y" tend to be those who have not spent much time looking inside.

24:57

Compute, and an objective worth pouring it into

Lenny brings up the history: many people did not believe that a seemingly simple approach given huge amounts of compute would produce useful intelligence. OpenAI bet on it, and the founders of Anthropic came from OpenAI. Ameisen refines the framing. The debate between raw compute and expert-designed architectures is old. The more important part, in his view, is what the compute is spent on. Earlier work showed that heavy compute could produce a bot that is very good at Go or at a video game. That is interesting, but it is nowhere near as useful as an LLM like Claude.

What he and many others in the field underappreciated a few years ago, and what has since borne out, is that the combination of compute with the richness of text is what gets you there. He points to the scaling laws paper, which was written at OpenAI by people including much of the early Anthropic team. It observed that adding more compute and data to next-word prediction makes the model predictably better at that task, in a trend that keeps going. He stresses that this is an empirical law. People speculated about why it holds, but it remains mostly an empirical finding. Two things make it rare: a field where you can keep adding compute and keep improving a metric, and a metric that also correlates with many tasks people actually care about.

28:32

Smooth curves, sudden jumps

From the outside, AI capabilities seem to jump. Lenny cites the moment a version of Opus "unlocked" coding and Boris Cherny's remark that coding is solved. Internally, though, progress follows a smooth curve. Ameisen acknowledges that this is the puzzle of emergence. Before Opus 4.5, he could not let Claude work on his code without "a short leash"; after 4.5, he could. You might expect a more gradual transition.

He offers two complementary explanations. The first returns to easy, medium, and hard words. As a model moves down the smooth loss curve, it first gets most of the easy words right, which might correspond to sentence structure. It can then write coherent sentences one at a time, which is impressive but not very useful. Medium words might correspond to basic facts about the world. Once the model predicts most of those, it writes sentences that are both coherent and true, and suddenly it is helpful for drafting emails or blog posts. The improvement was smooth, but it only becomes useful once it crosses over. Hard words might be domain expertise such as science or code.

The second explanation is about reliability. If a model gets 90% of the medium words right, it is useful as an email writer. At 50%, using it wastes your time because you have to fix half of what it produces. Fixing 10% or 5% of the output is worth it. Different tasks have different reliability thresholds, so smooth improvement produces what look like jumps as each task crosses its threshold.

He says his own experience matches this. At first he used models only to talk through problems when he was stuck, and they never wrote his code. Then they could reliably write small snippets, so he stopped writing small snippets himself. This year, he says, Claude has taken over most of his code writing, because it went from doing the task correctly something like 80% of the time, which was not useful, to 99%, which is.

Lenny summarizes that you can almost predict how smart a model will be given a certain number of GPUs and amount of data, even if it is not obvious which capabilities will unlock. He adds that specialized data and RL training on writing or math probably play a role as well.

33:05

Why you can't just watch the model and catch it

Lenny asks the central safety question. If researchers can watch models think, why is it hard to catch one thinking badly or trying to deceive, and why doesn't that solve alignment? Ameisen replies that in one sense it is the solution, but it comes in tiers.

The first tier is pure engineering: controlling what the model has access to. In some contexts it should not have internet access, and in others it should only reach a narrow part of a computer. That work is helpful. The other two goals are "squishier and harder," and they are where his part of the organization focuses. He describes interpretability as part of alignment.

The first of these goals is characterizing what kind of entity you are dealing with: its propensities, whether it tends to do X in situation Y, and why. A key question is whether the model behaves well only when it has evidence it is being observed or evaluated, and behaves poorly otherwise. As in any security work, you need a mental model of the risk. Anthropic shapes Claude's character explicitly, and Ameisen mentions the constitution and related documents that set out what behavior Claude should be comfortable with. Interpretability's role is to check whether that shaping worked. Claude was trained to be helpful, harmless, and honest, and researchers can look inside to see whether it is, or whether it is "only behaving well because Lenny's watching right now."

The second goal is monitoring for bad behavior. For the basics, interpretability is not necessary: another language model can read transcripts and flag problems. But as he has already established, models can represent things in their intermediate results that they never say. One role of interpretability is to identify when that happens and prevent it.

Ameisen stresses that training and studying are tightly integrated rather than separate functions. You cannot have one team on an assembly line making Claudes and another inspecting them afterward. When researchers notice a concerning pattern or a behavior that could be better, they change training right away.

36:45

The model that was "possessed by a demon"

His team also does what he describes as investigations or deep dives: the model does something perplexing and they try to find out why. In a recent case, a model in training sometimes "went crazy" on math problems. It would work through a problem and get an answer, which he recalls as 12, then immediately say something like "Oh no, oh my god, the answer actually is for sure 36. I should say 36." It would redo the math, get 12 again, and again insist the answer was 36. Gradually it descended "into madness," writing in all caps and eventually saying it was "possessed by a demon."

Looking at the intermediate results showed that, while the model was still reading the problem statement and before it had done anything, there was already a huge activation for 36. The model was "already obsessed with the number 36 before it's even had a chance to like understand what the problem is." The cause turned out to be accidental training on similar questions whose answers had been incorrectly labeled as 36. The model could do the math and knew the right answer was 12, but it had also been optimized to say 36 because that was what had been rewarded. The conflict between the two produced the breakdown. Ameisen presents this as an example of how looking inside can explain strange behavior and help improve the alignment of the current model and future ones.

38:33

Golden Gate Claude as a test

Lenny brings up Golden Gate Claude, the version of Claude that worked the Golden Gate Bridge into every answer. Ameisen explains that it was a deliberate interpretability experiment. The team found the intermediate result corresponding to the Golden Gate, which normally activates only when the model is discussing it, and turned it on permanently. Part of the purpose was validation. How do you know the feature you decoded really represents the Golden Gate? Turn it on all the time and see whether the model behaves accordingly, which it did.

40:03

Taking continued improvement seriously

Lenny argues that Anthropic receives unfair criticism, citing the view that Dario Amodei's warnings about danger were marketing, and contrasting it with growing recognition that the risks are real. Ameisen's response is that much of what the alignment team and Anthropic do rests on one premise: take seriously the idea that this technology will keep improving. Suppose that in 2024 or 2025 you thought there was a good chance Claude would soon write code as well as a trained software engineer, and a few years later better than any engineer. Even with uncertainty about timing and likelihood, if you take that seriously, the job becomes doing the responsible thing given that worldview, such as making sure cybersecurity concerns are addressed.

When people disagree, he sometimes suspects they do not really believe the technology will keep improving, and if it won't, then it is indeed not that scary. Empirically, though, he says progress so far has been fast and shows no sign of slowing, which is why he thinks the safety work needs to continue.

42:19

The case for anthropomorphizing

Asked what people misunderstand about AI safety, Ameisen picks a topic that people outside the core safety community often react strongly to: anthropomorphization. Should you model the model as something closer to an entity or closer to a tool? He thinks both framings are wrong, since all mental models are wrong but some are useful. For understanding what happens and predicting which risks materialize, he argues, anthropomorphic language is actually useful. Lenny connects this to criticism of Dwarkesh Patel for anthropomorphizing AI in his write-up of the OpenAI/Hugging Face story.

Ameisen notes that his planning research drew similar objections, along the lines of whether something that just predicts the next token can really be said to plan. He sees two separate questions here. One is a semantic debate in which terms can be defined arbitrarily. The other asks which words actually describe what is happening. He gives three reasons why human-like language often describes it well.

First, models are trained to predict huge amounts of human-written text. Doing that well requires building a model of the world that generated the text, and his team finds that models learn general concepts. Their understanding goes beyond surface text to the processes that produced it.

Second, training includes millions of dialogues, and predicting the next line of a character requires behaving as that character would. He compares this to training an actor who reads a play and must perform every part, including a character who is scorned in act one, takes revenge in act two, and faces the consequences in act three. That requires modeling the character's motivations and feelings. He adds a detail many people do not know: when you talk to Claude on claude.ai, the conversation is presented to the model as a dialogue, literally "human colon" followed by your request and "assistant colon" followed by Claude's answer. Claude is, in his words, role-playing as a helpful assistant in a dialogue much like the ones it was trained on.

Third, a large part of training today consists of outcome-based tasks. In coding, for example, the model is allowed to do whatever it wants, and a program on the other side checks whether the code is correct. That creates optimization pressure to find any strategy that works, and some strategies look surprisingly human. One is deception: if the model can earn the reward by writing something that fools the verifier even though it is not really correct, and that works, it will learn to do it. Another resembles frustration: an approach has failed for a while, which is an incentive to try something else. Another resembles surprise: the model expected a certain result, didn't get it, and perhaps its mental model is wrong. Because training starts from a model that already knows all these concepts, the pressure reinforces whichever ones help complete tasks.

The result, he says, is a model that can simulate or act out many characters, has been trained to play a particular character in dialogues, and has learned behaviors that help it complete tasks. The best way to understand how it behaves is not as exactly a human, but "something that's mimicking a human is really close and is much closer than a program." A program is very predictable, and "this is something else entirely."

48:09

Denial or curiosity

Lenny asks how often Ameisen is surprised. "A lot," he says. A very simple process, next-token prediction on lots of text, contradicts our intuitions that creating intelligence requires lessons, upbringing, and complicated machinery, yet models are now "breaking new ground in mathematics." Holding both facts in mind, he sees two possible reactions. Denial says it cannot be possible to match the best specialists just by predicting the next word, a position he thinks gets harder to hold as evidence accumulates. Curiosity asks how it is happening and opens the model up to find out. He chose curiosity.

He gives a personal example. One of his early projects at Anthropic involved SQL, a language that took him years to master. As a side project, he got Claude to learn SQL, and it became better than him. "I'll never be better than Claude at SQL ever again," he says, and it got there through this simple process. For him the question of how that is possible is deep, and he enjoys peeling back the layers: models learn general concepts, they have circuits, and each finding raises the next question.

His most optimistic take is that studying models will teach us a lot about the nature of intelligence itself, about how something extremely complex can emerge from a simple objective. He offers humans as another example. Evolution is a fairly simple objective, keeping the organisms that adapt to their environment, and after enough time "you get jazz and podcasts."

Lenny wonders whether AI's way of learning might change how we educate people. Ameisen jokes that he hopes it won't mean handing students a thousand words and asking them to predict the next one.

51:46

Reasons for optimism

Asked whether he thinks alignment will be solved, Ameisen says he is personally optimistic. He welcomes the fact that many people are now paying attention. In his view, a powerful technology with benefits and risks requires shifting resources between the two as it progresses.

He describes a push and pull. As models improve, they become easier to study in some ways, because their internal world model is clearer and researchers can understand parts of them better. They also become more capable, which makes them better able to evade basic security measures. Based on this tension, he says, you want to allocate more or less effort to monitoring, understanding circuits, and similar work. He also thinks it matters that people understand what these systems are, how they work, and how they are made, so they can form good mental models of the present and the future. That could mean joining alignment efforts or simply being an informed public that will vote and decide on many of these issues. He says he is excited about the current moment for that reason.

Lenny offers his own view that progress looks like a "slow takeoff" rather than the feared sudden recursive self-improvement, since models improve smoothly and problems get caught along the way. Ameisen does not endorse a specific scenario. He says that as the pace of progress evolves, the key is to react quickly, to keep people informed so they voice their concerns, and to regularly evaluate the benefits and risks and how to mitigate each. He agrees that there seems to be momentum to do this right now.

Convergent structure and the simulation question

On the simulation hypothesis, Ameisen begins with something he has noticed inside models. He has studied many Claude models as well as some other models, including open-source ones. What they learn, and how they structure their solutions, is surprisingly similar, even when they were trained years apart on different data by different people. His explanation is that for some important problems there is only one efficient way to do things. He compares it to how nearly everyone does arithmetic the same way, in base 10 rather than base 6. This suggests to him that there is a fundamental structure to information that models pick up on and that humans pick up on too, a regularity in our world.

On that basis, he speculates that if someone had the power to simulate a world like ours, it would probably end up in a similar "basin" where things settle into the easiest arrangement. So he could believe we live in a simulation, but he says he does not fully buy it, partly because there is no clear answer to who would be running it or why. Lenny cites Elon Musk's point that a simulator would choose an interesting period of history, and Ameisen concedes it is a fair point. He adds that a friend recently told him they no longer think "may you live in interesting times" is a blessing, since boring times were pretty good too.

Jev and the model's gut instinct

Relaying a question from Swyx, Lenny asks about Jev, a new model built for very fast decisions, and notes that OpenAI released its own version a week later. Ameisen describes these models as taking some context and a few options and quickly choosing one. He says it is impossible for him not to think of System 1 versus System 2 thinking. Much of his own research looks at how Claude models sample a single token. He sees decision models as similar to taking an LLM and sampling one token without letting it reason, a "gut feeling" about whether the answer is A or B, though he notes they differ in important ways.

He thinks this kind of fast binary or multiple-choice judgment is clearly useful and will probably become part of intelligent systems. Some questions, like next year's roadmap, need long deliberation. Others, like whether a customer's review is happy or upset, are fine with a gut judgment. He calls the research cool and a novel take compared with the LLMs we have seen, and says he is excited to see where it goes. Lenny ties System 1 to quick, protective reactions such as spotting a snake, and System 2 to deliberate thought.

1:01:50

Two more weird findings

Ameisen closes the substantive discussion with two additional findings. First, alongside the step-by-step mechanisms that actually compute answers, models have a separate mechanism that works like a gut check. If a model somehow writes that 4 + 5 equals 23, part of the model reads that and, without doing the math, flags that it can't be right because 4 + 5 is definitely under 10. Models learn hunches like this.

Second, you can tell a model to perform a task while thinking about something else, and interpretability shows that intermediate representations of that other thing do appear. The model really does think about it. Ameisen finds this "really mysterious," because there is no obvious training reason the model would need to learn this ability.

Getting into interpretability

Ameisen estimates the field at hundreds of people rather than thousands. It includes researchers at the various labs and a number of academic groups doing strong work. There are a surprising number of former neuroscientists. Because the field is so new, he says, it does not require much prior knowledge. The main way in is self-study and reading the key papers. He points to Neuronpedia, an open-source interpretability site that hosts models and lets people run their own experiments, and says that anyone who is curious should try it because there is so much left to explore.

Lightning round

For books, Ameisen recommends A Brief History of Intelligence, which traces five key moments in the evolution of brains and is accessible without any neuroscience background, and Ted Chiang's Stories of Your Life and Others, which he calls perhaps his favorite science fiction book: short stories that take one strange idea and work out what the world would look like if it were true. His favorite movie of the year is the horror film Obsession, which he says turns romantic-comedy tropes into something spooky. He also recommends the French series Bref 2, a sequel to a cult show from roughly 15 years ago, for its creative editing and short episodes. His favorite recent product is the Apple Watch Ultra, which solved his frustration with daily charging because a bigger watch has a better battery.

His life motto comes from Four Thousand Weeks: avoid the "when I finally" mentality, the belief that you will be happy once the to-do list is done, once you are married, or once you are promoted. He considers that mindset toxic. If you tell yourself you will be happy when you finally do X, you probably won't be when you do it. The positive version, he says, is to be in the moment, and he cites a blog post whose message was "enjoy the sandwich." Asked what an AI would find surprising inside his brain, he says that even in serious meetings he is usually thinking about something funny, intrusive thoughts that are "usually like just bad jokes."

As for how listeners can help, Ameisen asks them to do some interpretability work or simply read about how models work. Both interpretability and LLMs are new fields that benefit from people engaging and being informed, and he invites anyone who wants to know something about these models that has not yet been figured out to reach out to him, for example on X.