CVSep 29, 2023
LLM-grounded Video Diffusion ModelsLong Lian, Baifeng Shi, Adam Yala et al. · berkeley
Text-conditioned diffusion models have emerged as a promising tool for neural video generation. However, current models still struggle with intricate spatiotemporal prompts and often generate restricted or incorrect motion. To address these limitations, we introduce LLM-grounded Video Diffusion (LVD). Instead of directly generating videos from the text inputs, LVD first leverages a large language model (LLM) to generate dynamic scene layouts based on the text inputs and subsequently uses the generated layouts to guide a diffusion model for video generation. We show that LLMs are able to understand complex spatiotemporal dynamics from text alone and generate layouts that align closely with both the prompts and the object motion patterns typically observed in the real world. We then propose to guide video diffusion models with these layouts by adjusting the attention maps. Our approach is training-free and can be integrated into any video diffusion model that admits classifier guidance. Our results demonstrate that LVD significantly outperforms its base video diffusion model and several strong baseline methods in faithfully generating videos with the desired attributes and motion patterns.
LGApr 16
$π_{0.7}$: a Steerable Generalist Robotic Foundation Model with Emergent CapabilitiesPhysical Intelligence, Bo Ai, Ali Amin et al. · mit
We present a new robotic foundation model, called $π_{0.7}$, that can enable strong out-of-the-box performance in a wide range of scenarios. $π_{0.7}$ can follow diverse language instructions in unseen environments, including multi-stage tasks with various kitchen appliances, provide zero-shot cross-embodiment generalization, for example enabling a robot to fold laundry without seeing the task before, and perform challenging tasks such as operating an espresso machine out of the box at a level of performance that matches much more specialized RL-finetuned models. The main idea behind $π_{0.7}$ is to use diverse context conditioning during training. This conditioning information, contained in the prompt, makes it possible to steer the model precisely to perform many tasks with different strategies. It is conditioned not just on a language command that describes what it should do, but on additional multimodal information that also describes the manner or strategy in which it should do it, including metadata about task performance and subgoal images. This enables $π_{0.7}$ to use very diverse data, including demonstrations, potentially suboptimal (autonomous) data including failures, and data from non-robot sources. Our experiments evaluate $π_{0.7}$ across numerous tasks with multiple robot platforms, on tasks that require speed and dexterity, language following, and compositional task generalization.
CVApr 23, 2022Code
Visual Attention Emerges from Recurrent Sparse ReconstructionBaifeng Shi, Yale Song, Neel Joshi et al.
Visual attention helps achieve robust perception under noise, corruption, and distribution shifts in human vision, which are areas where modern neural networks still fall short. We present VARS, Visual Attention from Recurrent Sparse reconstruction, a new attention formulation built on two prominent features of the human visual attention mechanism: recurrency and sparsity. Related features are grouped together via recurrent connections between neurons, with salient objects emerging via sparse regularization. VARS adopts an attractor network with recurrent connections that converges toward a stable pattern over time. Network layers are represented as ordinary differential equations (ODEs), formulating attention as a recurrent attractor network that equivalently optimizes the sparse reconstruction of input using a dictionary of "templates" encoding underlying patterns of data. We show that self-attention is a special case of VARS with a single-step optimization and no sparsity constraint. VARS can be readily used as a replacement for self-attention in popular vision transformers, consistently improving their robustness across various benchmarks. Code is released on GitHub (https://github.com/bfshi/VARS).
ROJun 16, 2023
Robot Learning with Sensorimotor Pre-trainingIlija Radosavovic, Baifeng Shi, Letian Fu et al.
We present a self-supervised sensorimotor pre-training approach for robotics. Our model, called RPT, is a Transformer that operates on sequences of sensorimotor tokens. Given a sequence of camera images, proprioceptive robot states, and actions, we encode the sequence into tokens, mask out a subset, and train a model to predict the missing content from the rest. We hypothesize that if a robot can predict the masked-out content it will have acquired a good model of the physical world that can enable it to act. RPT is designed to operate on latent visual representations which makes prediction tractable, enables scaling to larger models, and allows fast inference on a real robot. To evaluate our approach, we collected a dataset of 20,000 real-world trajectories over 9 months using a combination of motion planning and grasping algorithms. We find that sensorimotor pre-training consistently outperforms training from scratch, has favorable scaling properties, and enables transfer across different tasks, environments, and robots.
CVMar 23, 2023
Top-Down Visual Attention from Analysis by SynthesisBaifeng Shi, Trevor Darrell, Xin Wang
Current attention algorithms (e.g., self-attention) are stimulus-driven and highlight all the salient objects in an image. However, intelligent agents like humans often guide their attention based on the high-level task at hand, focusing only on task-related objects. This ability of task-guided top-down attention provides task-adaptive representation and helps the model generalize to various tasks. In this paper, we consider top-down attention from a classic Analysis-by-Synthesis (AbS) perspective of vision. Prior work indicates a functional equivalence between visual attention and sparse reconstruction; we show that an AbS visual system that optimizes a similar sparse reconstruction objective modulated by a goal-directed top-down signal naturally simulates top-down attention. We further propose Analysis-by-Synthesis Vision Transformer (AbSViT), which is a top-down modulated ViT model that variationally approximates AbS, and achieves controllable top-down attention. For real-world applications, AbSViT consistently improves over baselines on Vision-Language tasks such as VQA and zero-shot retrieval where language guides the top-down attention. AbSViT can also serve as a general backbone, improving performance on classification, semantic segmentation, and model robustness.
CVDec 11, 2025Code
FoundationMotion: Auto-Labeling and Reasoning about Spatial Movement in VideosYulu Gan, Ligeng Zhu, Dandan Shan et al.
Motion understanding is fundamental to physical reasoning, enabling models to infer dynamics and predict future states. However, state-of-the-art models still struggle on recent motion benchmarks, primarily due to the scarcity of large-scale, fine-grained motion datasets. Existing motion datasets are often constructed from costly manual annotation, severely limiting scalability. To address this challenge, we introduce FoundationMotion, a fully automated data curation pipeline that constructs large-scale motion datasets. Our approach first detects and tracks objects in videos to extract their trajectories, then leverages these trajectories and video frames with Large Language Models (LLMs) to generate fine-grained captions and diverse question-answer pairs about motion and spatial reasoning. Using datasets produced by this pipeline, we fine-tune open-source models including NVILA-Video-15B and Qwen2.5-7B, achieving substantial improvements in motion understanding without compromising performance on other tasks. Notably, our models outperform strong closed-source baselines like Gemini-2.5 Flash and large open-source models such as Qwen2.5-VL-72B across diverse motion understanding datasets and benchmarks. FoundationMotion thus provides a scalable solution for curating fine-grained motion datasets that enable effective fine-tuning of diverse models to enhance motion understanding and spatial reasoning capabilities.
CVMar 12
Attend Before Attention: Efficient and Scalable Video Understanding via Autoregressive GazingBaifeng Shi, Stephanie Fu, Long Lian et al.
Multi-modal large language models (MLLMs) have advanced general-purpose video understanding but struggle with long, high-resolution videos -- they process every pixel equally in their vision transformers (ViTs) or LLMs despite significant spatiotemporal redundancy. We introduce AutoGaze, a lightweight module that removes redundant patches before processed by a ViT or an MLLM. Trained with next-token prediction and reinforcement learning, AutoGaze autoregressively selects a minimal set of multi-scale patches that can reconstruct the video within a user-specified error threshold, eliminating redundancy while preserving information. Empirically, AutoGaze reduces visual tokens by 4x-100x and accelerates ViTs and MLLMs by up to 19x, enabling scaling MLLMs to 1K-frame 4K-resolution videos and achieving superior results on video benchmarks (e.g., 67.0% on VideoMME). Furthermore, we introduce HLVid: the first high-resolution, long-form video QA benchmark with 5-minute 4K-resolution videos, where an MLLM scaled with AutoGaze improves over the baseline by 10.1% and outperforms the previous best MLLM by 4.5%. Project page: https://autogaze.github.io/.
CVDec 5, 2024Code
NVILA: Efficient Frontier Visual Language ModelsZhijian Liu, Ligeng Zhu, Baifeng Shi et al.
Visual language models (VLMs) have made significant advances in accuracy in recent years. However, their efficiency has received much less attention. This paper introduces NVILA, a family of open VLMs designed to optimize both efficiency and accuracy. Building on top of VILA, we improve its model architecture by first scaling up the spatial and temporal resolutions, and then compressing visual tokens. This "scale-then-compress" approach enables NVILA to efficiently process high-resolution images and long videos. We also conduct a systematic investigation to enhance the efficiency of NVILA throughout its entire lifecycle, from training and fine-tuning to deployment. NVILA matches or surpasses the accuracy of many leading open and proprietary VLMs across a wide range of image and video benchmarks. At the same time, it reduces training costs by 4.5X, fine-tuning memory usage by 3.4X, pre-filling latency by 1.6-2.2X, and decoding latency by 1.2-2.8X. We will soon make our code and models available to facilitate reproducibility.
CVMar 19, 2024Code
When Do We Not Need Larger Vision Models?Baifeng Shi, Ziyang Wu, Maolin Mao et al.
Scaling up the size of vision models has been the de facto standard to obtain more powerful visual representations. In this work, we discuss the point beyond which larger vision models are not necessary. First, we demonstrate the power of Scaling on Scales (S$^2$), whereby a pre-trained and frozen smaller vision model (e.g., ViT-B or ViT-L), run over multiple image scales, can outperform larger models (e.g., ViT-H or ViT-G) on classification, segmentation, depth estimation, Multimodal LLM (MLLM) benchmarks, and robotic manipulation. Notably, S$^2$ achieves state-of-the-art performance in detailed understanding of MLLM on the V* benchmark, surpassing models such as GPT-4V. We examine the conditions under which S$^2$ is a preferred scaling approach compared to scaling on model size. While larger models have the advantage of better generalization on hard examples, we show that features of larger vision models can be well approximated by those of multi-scale smaller models. This suggests most, if not all, of the representations learned by current large pre-trained models can also be obtained from multi-scale smaller models. Our results show that a multi-scale smaller model has comparable learning capacity to a larger model, and pre-training smaller models with S$^2$ can match or even exceed the advantage of larger models. We release a Python package that can apply S$^2$ on any vision model with one line of code: https://github.com/bfshi/scaling_on_scales.
CVMay 24, 2023Code
TOAST: Transfer Learning via Attention SteeringBaifeng Shi, Siyu Gai, Trevor Darrell et al.
Transfer learning involves adapting a pre-trained model to novel downstream tasks. However, we observe that current transfer learning methods often fail to focus on task-relevant features. In this work, we explore refocusing model attention for transfer learning. We introduce Top-Down Attention Steering (TOAST), a novel transfer learning algorithm that keeps the pre-trained backbone frozen, selects task-relevant features in the output, and feeds those features back to the model to steer the attention to the task-specific features. By refocusing the attention only, TOAST achieves state-of-the-art results on a number of transfer learning benchmarks, while having a small number of tunable parameters. Compared to fully fine-tuning, LoRA, and prompt tuning, TOAST substantially improves performance across a range of fine-grained visual classification datasets (e.g., 81.1% -> 86.2% on FGVC). TOAST also outperforms the fully fine-tuned Alpaca and Vicuna models on instruction-following language generation. Code is available at https://github.com/bfshi/TOAST.
LGAug 10, 2020Code
Informative Dropout for Robust Representation Learning: A Shape-bias PerspectiveBaifeng Shi, Dinghuai Zhang, Qi Dai et al.
Convolutional Neural Networks (CNNs) are known to rely more on local texture rather than global shape when making decisions. Recent work also indicates a close relationship between CNN's texture-bias and its robustness against distribution shift, adversarial perturbation, random corruption, etc. In this work, we attempt at improving various kinds of robustness universally by alleviating CNN's texture bias. With inspiration from the human visual system, we propose a light-weight model-agnostic method, namely Informative Dropout (InfoDrop), to improve interpretability and reduce texture bias. Specifically, we discriminate texture from shape based on local self-information in an image, and adopt a Dropout-like algorithm to decorrelate the model output from the local texture. Through extensive experiments, we observe enhanced robustness under various scenarios (domain generalization, few-shot classification, image corruption, and adversarial perturbation). To the best of our knowledge, this work is one of the earliest attempts to improve different kinds of robustness in a unified model, shedding new light on the relationship between shape-bias and robustness, also on new approaches to trustworthy machine learning algorithms. Code is available at https://github.com/bfshi/InfoDrop.
ROFeb 29, 2024
Humanoid Locomotion as Next Token PredictionIlija Radosavovic, Bike Zhang, Baifeng Shi et al.
We cast real-world humanoid control as a next token prediction problem, akin to predicting the next word in language. Our model is a causal transformer trained via autoregressive prediction of sensorimotor trajectories. To account for the multi-modal nature of the data, we perform prediction in a modality-aligned way, and for each input token predict the next token from the same modality. This general formulation enables us to leverage data with missing modalities, like video trajectories without actions. We train our model on a collection of simulated trajectories coming from prior neural network policies, model-based controllers, motion capture data, and YouTube videos of humans. We show that our model enables a full-sized humanoid to walk in San Francisco zero-shot. Our model can transfer to the real world even when trained on only 27 hours of walking data, and can generalize to commands not seen during training like walking backward. These findings suggest a promising path toward learning challenging real-world control tasks by generative modeling of sensorimotor trajectories.
CVJul 10, 2025
Scaling RL to Long VideosYukang Chen, Wei Huang, Baifeng Shi et al.
We introduce a full-stack framework that scales up reasoning in vision-language models (VLMs) to long videos, leveraging reinforcement learning. We address the unique challenges of long video reasoning by integrating three critical components: (1) a large-scale dataset, LongVideo-Reason, comprising 104K long video QA pairs with high-quality reasoning annotations across diverse domains such as sports, games, and vlogs; (2) a two-stage training pipeline that extends VLMs with chain-of-thought supervised fine-tuning (CoT-SFT) and reinforcement learning (RL); and (3) a training infrastructure for long video RL, named Multi-modal Reinforcement Sequence Parallelism (MR-SP), which incorporates sequence parallelism and a vLLM-based engine tailored for long video, using cached video embeddings for efficient rollout and prefilling. In our experiments, LongVILA-R1-7B achieves strong performance on video benchmarks, reaching 65.1% and 71.1% accuracy on VideoMME without and with subtitles, respectively, and consistently outperforming LongVILA-7B across multiple benchmarks. Moreover, LongVILA-R1-7B supports processing up to 8,192 video frames per video, and configurable FPS settings. Notably, our MR-SP system achieves up to 2.1x speedup on long video RL training. In addition, we release our training system for public availability that supports RL training on various modalities (video, text, and audio), various models (VILA and Qwen series), and even image and video generation models. On a single A100 node (8 GPUs), it supports RL training on hour-long videos (e.g., 3,600 frames).
CVDec 4, 2023
Recursive Visual ProgrammingJiaxin Ge, Sanjay Subramanian, Baifeng Shi et al.
Visual Programming (VP) has emerged as a powerful framework for Visual Question Answering (VQA). By generating and executing bespoke code for each question, these methods demonstrate impressive compositional and reasoning capabilities, especially in few-shot and zero-shot scenarios. However, existing VP methods generate all code in a single function, resulting in code that is suboptimal in terms of both accuracy and interpretability. Inspired by human coding practices, we propose Recursive Visual Programming (RVP), which simplifies generated routines, provides more efficient problem solving, and can manage more complex data structures. RVP is inspired by human coding practices and approaches VQA tasks with an iterative recursive code generation approach, allowing decomposition of complicated problems into smaller parts. Notably, RVP is capable of dynamic type assignment, i.e., as the system recursively generates a new piece of code, it autonomously determines the appropriate return type and crafts the requisite code to generate that output. We show RVP's efficacy through extensive experiments on benchmarks including VSR, COVR, GQA, and NextQA, underscoring the value of adopting human-like recursive and modular programming techniques for solving VQA tasks through coding.
CVMar 25, 2025
Scaling Vision Pre-Training to 4K ResolutionBaifeng Shi, Boyi Li, Han Cai et al.
High-resolution perception of visual details is crucial for daily tasks. Current vision pre-training, however, is still limited to low resolutions (e.g., 378 x 378 pixels) due to the quadratic cost of processing larger images. We introduce PS3 that scales CLIP-style vision pre-training to 4K resolution with a near-constant cost. Instead of contrastive learning on global image representation, PS3 is pre-trained by selectively processing local regions and contrasting them with local detailed captions, enabling high-resolution representation learning with greatly reduced computational overhead. The pre-trained PS3 is able to both encode the global image at low resolution and selectively process local high-resolution regions based on their saliency or relevance to a text prompt. When applying PS3 to multi-modal LLM (MLLM), the resulting model, named VILA-HD, significantly improves high-resolution visual perception compared to baselines without high-resolution vision pre-training such as AnyRes and S^2 while using up to 4.3x fewer tokens. PS3 also unlocks appealing scaling properties of VILA-HD, including scaling up resolution for free and scaling up test-time compute for better performance. Compared to state of the arts, PS3 and VILA-HD outperform previous vision encoders (e.g., SigLIP2 and Perception Encoder) and MLLMs (e.g., NVILA and Qwen2.5-VL) respectively across multiple benchmarks and achieve better efficiency than latest token pruning approaches. Finally, we find current benchmarks do not require 4K-resolution perception, which motivates us to propose 4KPro, a new benchmark of image QA at 4K resolution, on which VILA-HD outperforms all previous MLLMs, including a 16.1% improvement over GPT-4o and a 7.5% improvement and 1.67x speedup over Qwen2.5-VL.
ROOct 14, 2025
Learning to Grasp Anything by Playing with Random ToysDantong Niu, Yuvan Sharma, Baifeng Shi et al.
Robotic manipulation policies often struggle to generalize to novel objects, limiting their real-world utility. In contrast, cognitive science suggests that children develop generalizable dexterous manipulation skills by mastering a small set of simple toys and then applying that knowledge to more complex items. Inspired by this, we study if similar generalization capabilities can also be achieved by robots. Our results indicate robots can learn generalizable grasping using randomly assembled objects that are composed from just four shape primitives: spheres, cuboids, cylinders, and rings. We show that training on these "toys" enables robust generalization to real-world objects, yielding strong zero-shot performance. Crucially, we find the key to this generalization is an object-centric visual representation induced by our proposed detection pooling mechanism. Evaluated in both simulation and on physical robots, our model achieves a 67% real-world grasping success rate on the YCB dataset, outperforming state-of-the-art approaches that rely on substantially more in-domain data. We further study how zero-shot generalization performance scales by varying the number and diversity of training toys and the demonstrations per toy. We believe this work offers a promising path to scalable and generalizable learning in robotic manipulation. Demonstration videos, code, checkpoints and our dataset are available on our project page: https://lego-grasp.github.io/ .
ROJun 17, 2024
LLARVA: Vision-Action Instruction Tuning Enhances Robot LearningDantong Niu, Yuvan Sharma, Giscard Biamby et al.
In recent years, instruction-tuned Large Multimodal Models (LMMs) have been successful at several tasks, including image captioning and visual question answering; yet leveraging these models remains an open question for robotics. Prior LMMs for robotics applications have been extensively trained on language and action data, but their ability to generalize in different settings has often been less than desired. To address this, we introduce LLARVA, a model trained with a novel instruction tuning method that leverages structured prompts to unify a range of robotic learning tasks, scenarios, and environments. Additionally, we show that predicting intermediate 2-D representations, which we refer to as "visual traces", can help further align vision and action spaces for robot learning. We generate 8.5M image-visual trace pairs from the Open X-Embodiment dataset in order to pre-train our model, and we evaluate on 12 different tasks in the RLBench simulator as well as a physical Franka Emika Panda 7-DoF robot. Our experiments yield strong performance, demonstrating that LLARVA - using 2-D and language representations - performs well compared to several contemporary baselines, and can generalize across various robot environments and configurations.
CVJan 25, 2024
Rethinking Patch Dependence for Masked AutoencodersLetian Fu, Long Lian, Renhao Wang et al.
In this work, we examine the impact of inter-patch dependencies in the decoder of masked autoencoders (MAE) on representation learning. We decompose the decoding mechanism for masked reconstruction into self-attention between mask tokens and cross-attention between masked and visible tokens. Our findings reveal that MAE reconstructs coherent images from visible patches not through interactions between patches in the decoder but by learning a global representation within the encoder. This discovery leads us to propose a simple visual pretraining framework: cross-attention masked autoencoders (CrossMAE). This framework employs only cross-attention in the decoder to independently read out reconstructions for a small subset of masked patches from encoder outputs. This approach achieves comparable or superior performance to traditional MAE across models ranging from ViT-S to ViT-H and significantly reduces computational requirements. By its design, CrossMAE challenges the necessity of interaction between mask tokens for effective masked pretraining. Code and models are publicly available: https://crossmae.github.io
CVNov 24, 2020
Temporal Action Detection with Multi-level SupervisionBaifeng Shi, Qi Dai, Judy Hoffman et al.
Training temporal action detection in videos requires large amounts of labeled data, yet such annotation is expensive to collect. Incorporating unlabeled or weakly-labeled data to train action detection model could help reduce annotation cost. In this work, we first introduce the Semi-supervised Action Detection (SSAD) task with a mixture of labeled and unlabeled data and analyze different types of errors in the proposed SSAD baselines which are directly adapted from the semi-supervised classification task. To alleviate the main error of action incompleteness (i.e., missing parts of actions) in SSAD baselines, we further design an unsupervised foreground attention (UFA) module utilizing the "independence" between foreground and background motion. Then we incorporate weakly-labeled data into SSAD and propose Omni-supervised Action Detection (OSAD) with three levels of supervision. An information bottleneck (IB) suppressing the scene information in non-action frames while preserving the action information is designed to help overcome the accompanying action-context confusion problem in OSAD baselines. We extensively benchmark against the baselines for SSAD and OSAD on our created data splits in THUMOS14 and ActivityNet1.2, and demonstrate the effectiveness of the proposed UFA and IB methods. Lastly, the benefit of our full OSAD-IB model under limited annotation budgets is shown by exploring the optimal annotation strategy for labeled, unlabeled and weakly-labeled data.
LGOct 16, 2020
Auxiliary Task Reweighting for Minimum-data LearningBaifeng Shi, Judy Hoffman, Kate Saenko et al.
Supervised learning requires a large amount of training data, limiting its application where labeled data is scarce. To compensate for data scarcity, one possible method is to utilize auxiliary tasks to provide additional supervision for the main task. Assigning and optimizing the importance weights for different auxiliary tasks remains an crucial and largely understudied research question. In this work, we propose a method to automatically reweight auxiliary tasks in order to reduce the data requirement on the main task. Specifically, we formulate the weighted likelihood function of auxiliary tasks as a surrogate prior for the main task. By adjusting the auxiliary task weights to minimize the divergence between the surrogate prior and the true prior of the main task, we obtain a more accurate prior estimation, achieving the goal of minimizing the required amount of training data for the main task and avoiding a costly grid search. In multiple experimental settings (e.g. semi-supervised learning, multi-label classification), we demonstrate that our algorithm can effectively utilize limited labeled data of the main task with the benefit of auxiliary tasks compared with previous task reweighting methods. We also show that under extreme cases with only a few extra examples (e.g. few-shot domain adaptation), our algorithm results in significant improvement over the baseline.
CVMar 31, 2020
Weakly-Supervised Action Localization with Expectation-Maximization Multi-Instance LearningZhekun Luo, Devin Guillory, Baifeng Shi et al.
Weakly-supervised action localization requires training a model to localize the action segments in the video given only video level action label. It can be solved under the Multiple Instance Learning (MIL) framework, where a bag (video) contains multiple instances (action segments). Since only the bag's label is known, the main challenge is assigning which key instances within the bag to trigger the bag's label. Most previous models use attention-based approaches applying attentions to generate the bag's representation from instances, and then train it via the bag's classification. These models, however, implicitly violate the MIL assumption that instances in negative bags should be uniformly negative. In this work, we explicitly model the key instances assignment as a hidden variable and adopt an Expectation-Maximization (EM) framework. We derive two pseudo-label generation schemes to model the E and M process and iteratively optimize the likelihood lower bound. We show that our EM-MIL approach more accurately models both the learning objective and the MIL assumptions. It achieves state-of-the-art performance on two standard benchmarks, THUMOS14 and ActivityNet1.2.
CVMar 27, 2020
Weakly-Supervised Action Localization by Generative Attention ModelingBaifeng Shi, Qi Dai, Yadong Mu et al.
Weakly-supervised temporal action localization is a problem of learning an action localization model with only video-level action labeling available. The general framework largely relies on the classification activation, which employs an attention model to identify the action-related frames and then categorizes them into different classes. Such method results in the action-context confusion issue: context frames near action clips tend to be recognized as action frames themselves, since they are closely related to the specific classes. To solve the problem, in this paper we propose to model the class-agnostic frame-wise probability conditioned on the frame attention using conditional Variational Auto-Encoder (VAE). With the observation that the context exhibits notable difference from the action at representation level, a probabilistic model, i.e., conditional VAE, is learned to model the likelihood of each frame given the attention. By maximizing the conditional probability with respect to the attention, the action and non-action frames are well separated. Experiments on THUMOS14 and ActivityNet1.2 demonstrate advantage of our method and effectiveness in handling action-context confusion problem. Code is now available on GitHub.