Give your AI superpowers with unlimited context for Ollama β a billion+ token memory for any LLM. Local-first, on your own machine, free.
An open project from Aether Β· Apache-2.0 Β· Install
The shape of it Β· Proof Β· Safety Β· Use policy Β· Problem Β· How it works Β· MPO chain Β· Memory size Β· The math Β· RAM Β· Commands Β· Terminal Β· Install Β· Cite
Your context window didn't get bigger. Its reach did. Unlimited Context is virtual memory for an LLM. The model keeps its small window; the engine keeps a vast store on your disk and pulls the right slice back in while the model reasons. A small local model stays coherent across runs that would blow past any context window.
β οΈ Giving a model durable memory is powerful β read the safety measures first. Real concerns (runaway agents, grounding drift, an agent's own notes becoming its rules) and what we do about them: Aether AI β Ethical & Safety Measures. The project is open under Apache-2.0 and governed by the Acceptable Use Policy β these are not recommendations. Anyone using the project must comply with its terms, and by using the project you already agree to and are bound by them.
Four steps, start to reach:
- Pick a model β any local model (Ollama, llama.cpp, Hugging Face) or your own API-backed one.
- Start a session β one object wraps the model and its memory.
- Allocate disk β choose a pool size; that disk is the memory.
- Reach 1,000Γ+ further β overflow is encoded to the pool and the exact slice is recovered the moment the model needs it.
That's it. A 5 GB pool gives a small model ~1.16B tokens of reach β about 9,000Γ a 128K window β on your own machine, offline.
Long agentic runs all die the same way. The model fills its window, starts compressing its own history, silently drops the one detail that mattered three steps ago β and drifts. You've seen it: the runaway PR, the agent that rewrites a function it already wrote, the build that falls apart at hour two. Bigger windows just delay it, and a crammed 1M-token window rots in the middle anyway.
The fix isn't a bigger window β it's to stop throwing the overflow away. Instead of summarizing what spills over, Unlimited Context encodes it to a local pool on your disk and recovers the right slice exactly when it's needed. Nothing load-bearing is silently lost.
Compress & forget β Β βΒ Encode & recover β
It's virtual memory, for attention. Map it to an OS and it clicks:
| OS | Unlimited Context |
|---|---|
| RAM | the resident window the model sees now (small, fast) |
| Disk | the context pool β your encoded memory (~5 GB β ~1B tokens) |
| Pager | the slice loader β prefetches the next slice from what the model is reasoning about right now |
| Page-replacement | the retention policy β useful slices stay, stale ones fade, anything relevant again comes back |
All of it runs while the model generates, so reaching the pool adds no wall-clock. β full explainer in docs/how-it-works.md.
- π§ Unbounded reach β ~1B tokens of encoded context in ~5 GB on disk; the model reaches it in slices.
- π§© MPO context chain β recall pulls the whole connected thread, not isolated nearest-neighbors (5Γ connected-context recall in-bench).
- β‘ Zero added latency β the pager runs concurrently with generation, hidden behind the model's own thinking.
- πͺ Curated beats crammed β a small, relevant resident window outperforms a stuffed one (no lost-in-the-middle) β and costs less.
- π Local-first β your context never leaves your machine. Free storage, full privacy, works offline.
- π€ Any model β Llama, Qwen, Mistral, Phi β via Ollama, llama.cpp, or HF, or your own API-backed model.
- π Coherence you can measure β ship the head-to-head: same model, engine on vs off, watch the drift rate fall off a cliff.
First run drops you into a slider β pick how much your model gets to remember:
$ aether-context init
ββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββ
β‘ choose your context pool encoded reach Β· not a window
ββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββ
βΈ 5 GB ββββββββββββββββ ~1.16B tokens a big project (floor)
10 GB ββββββββββββββββ ~2.33B tokens a large monorepo + docs
15 GB ββββββββββββββββ ~3.49B tokens multiple repos / long runs
20 GB ββββββββββββββββ ~4.65B tokens massive corpus / power user
ββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββββ
reach β pool_GB Γ 233M tokens custom: --pool 12 (any size β₯ 5 GB)
β/β slide β΅ confirm
pool [5]: 10
β 10 GB β your model can now reach ~2.33 billion tokens
The real win isn't the token count β it's that the wall disappears. A typical ~128K context window fills after well under an hour of active agent work, then starts compacting and forgetting. A 5 GB pool is ~9,000Γ bigger.
Rough ballpark β assuming a busy coding agent encodes ~300Kβ1M keep-worthy tokens/hour (chatty swarms burn more, careful single agents less):
| Pool | Reach | Active autonomous coding before it even fills* |
|---|---|---|
| 5 GB | ~1.16B | ~1,200β3,900 hrs β weeks of nonstop building |
| 10 GB | ~2.33B | ~2,300β7,800 hrs |
| 15 GB | ~3.49B | ~3,500β11,600 hrs |
| 20 GB | ~4.65B | ~4,700β15,500 hrs |
For color: 5 GB of reach β ~100M lines of code, or a shelf of ~8,000 books β you won't fill it in one sitting.
* Rough order of magnitude. Because the retention policy fades stale slices, the pool never hard-stops anyway β it just keeps what's relevant. Run a build as long as you want; it won't lose the plot. The per-session RAM math is in RAM footprint below.
Running more than one agent? How the pool is shared is the single biggest RAM lever:
--pool-mode sharedβ one pool, one index, all sessions reach the same memory. The index is paid once; each extra session adds only ~30 MB, so RAM barely moves as you add sessions. Best for related work (same project) or max concurrency on a small machine. Trade-off: sessions can see each other's context (no isolation).--pool-mode separate(default) β each session gets its own pool + index, fully isolated and private. Clean, but you pay one index per session, so RAM scales withN Γ pool. Best for unrelated tasks or when isolation matters.
How many actually fit:
| Pool | 8 GB Β· shared | 8 GB Β· separate | 16 GB Β· shared | 16 GB Β· separate |
|---|---|---|---|---|
| 5 GB | dozensΒΉ | ~13 | dozensΒΉ | ~33 |
| 10 GB | dozensΒΉ | ~7 | dozensΒΉ | ~18 |
| 15 GB | dozensΒΉ | ~4 | dozensΒΉ | ~12 |
| 20 GB | dozensΒΉ | ~3 | dozensΒΉ | ~9 |
Reserves: ~2.5 GB held back on an 8 GB machine, ~6 GB on 16 GB β the rest stays for your OS and editor. ΒΉ With a shared pool, RAM stops being the limit (50β70+ sessions fit); you're bounded by CPU and good sense, not memory.
Derived, not vibes:
| Pool | Slices | Encoded reach | Slider |
|---|---|---|---|
| 5 GB (floor) | 2.27M | ~1.16B tokens | ββββββββββββββββ |
| 10 GB | 4.55M | ~2.33B tokens | ββββββββββββββββ |
| 15 GB | 6.82M | ~3.49B tokens | ββββββββββββββββ |
| 20 GB | 9.09M | ~4.65B tokens | ββββββββββββββββ |
How those numbers come out: ~2.2 KB per slice (a 256-dim vector + compressed text + metadata) Γ· 512 tokens per slice β ~455K slices/GB β ~233M tokens of reach per GB. So reach β pool_GB Γ 233M. 5 GB is the floor; bump anytime with aether-context --pool 20.
Honest: that's encoded reach, retrieved in slices β not a bigger attention window, and it rides on retrieval hit rate. A bigger pool buys more reachable codebase/corpus per session β not more concurrent sessions (those are RAM-bound, ~30 on 8 GB either way).
Not a synthetic micro-benchmark β a real, paid, end-to-end run. A reasoning model
(deepseek-v4-pro, via OpenRouter) driven through a 40-turn agent session that overflows its
window (2,000-token window, 60 real microsoft/vscode issues), measured engine off vs on β
one live run, $0.19, 2026-06-14.
- The model stops forgetting. Recall of early facts after they fall out of the window: 0.15 β 1.00. The baseline drifts and forgets; the engine holds every early fact β zero drift.
- Failure turns into success on the real work. Tasks completed correctly: 3 / 20 β 20 / 20. The job is only done right with the engine.
- Cheaper, not just better. β24% total cost, β54% in the back half β the engine sends a compact recalled slice instead of dragging the whole transcript into every call.
| Metric | Off (baseline) | On (engine) | Change |
|---|---|---|---|
| Recall coherence (early facts still correct) | 0.15 | 1.00 | 6.7Γ |
| Work outcome (tasks done right) | 3 / 20 | 20 / 20 | 3 β 20 |
| Cost β full session | $0.0711 | $0.0542 | β24% |
| Cost β back half (recall phase) | $0.00117/turn | $0.00053/turn | β54% |
Committed data: full write-up Β·
raw artifacts (api_eval_results.json,
api_eval_series.csv, api_eval_plot.png, RESULTS.md) Β· reproduce with
python -m bench.api_eval --model deepseek/deepseek-v4-pro --repo microsoft/vscode --arms off,on,on_chain --plot
Scope, honestly: this measures the engine (retrieve-on-overflow memory), not the MPO
chain β on this single-fact recall task the chain ties plain recall (both 1.00); its multi-slice
edge is synthetic-only so far (bench/chain_recall.py: connected-context recall 0.15 β 0.78),
with the live thread run pending, not yet claimed. The 2,000-token window is deliberately tiny
to force overflow, so a realistic window shows a smaller (still real) gain. N = 20 recall turns,
single run.
The engine stays light: vectors live on disk (mmap'd) β only the small HNSW index graph and a hot working set are ever resident. So RAM is a predictable formula, not a mystery:
RAM β ~180 MB base (engine + shared static encoder)
+ ~29 MB per GB of pool (resident index)
+ ~30 MB per active session
Plain semantic search returns isolated nearest-neighbors β the single closest slices, ripped out of the thread they belonged to. Recall a fact and you often miss the three slices around it that made it make sense.
The MPO context chain fixes that. It links the session's slices into one connected structure, so when cosine pulls an entry slice, the chain pulls in the slices most coupled to it β widening the working set with the connected thread, not stray hits. Cosine is still the retrieval mechanism; the chain assists it.
The chain is Aether-tuned, deterministic, and fully local β no training, no network. It's purely additive: it only ever adds connected context, never blocks or replaces a hit, and on any hiccup it falls back cleanly to plain cosine.
In a planted-thread benchmark, this lifts connected-context recall from 0.15 (cosine alone) to 0.78 β over 5Γ more of the right thread in the window. On by default:
Session(model="ollama/qwen2.5", pool_gb=10) # chain on by default
Session(model="ollama/qwen2.5", pool_gb=10, mpo_chain=False) # plain cosineaether-context run "..." --no-mpo-chain # disable for one runResident index cost by pool size:
| Pool | Index RAM (resident) |
|---|---|
| 5 GB | ~146 MB |
| 10 GB | ~291 MB |
| 15 GB | ~436 MB |
| 20 GB | ~582 MB |
(The encoder is always shared β stateless, ~31 MB, loaded once. Only the pool/index differs.)
TL;DR. Shared pool β RAM is not your limit β spin up as many sessions as your CPU allows. Separate pools β one index each, so plan on ~3 (20 GB) to ~13 (5 GB) sessions on 8 GB, roughly double at 16 GB. A bigger pool always buys reach, never more sessions. Need more headroom? Shrink the pool. (
--index tieredis reserved for a future paged-graph index and currently runs the flat index β it does not yet reduce resident RAM.)
| Command | What it's for |
|---|---|
aether-context init |
Pick your pool size β the on-disk storage slider β on first run. |
aether-context run "<task>" --no-mpo-chain |
Run with the MPO context chain disabled (plain cosine). |
aether-context run "<task>" |
One-shot a task with full reach, then print the result. |
aether-context chat |
Open an interactive session; type /status anytime, /clear to reset. |
aether-context status |
See pool size, slices used, reach, and hit rate at a glance. |
aether-context doctor |
Check Ollama, your model, disk, and RAM before a long run. |
aether-context --pool 20 |
Resize the pool anytime (non-destructive re-index). |
Tip: run
aether-context doctorfirst β it catches the three things that ever go wrong (Ollama down, model not pulled, not enough disk) and prints the exact fix.
The same install ships a second command β aether β an open-source agentic coding terminal
running on the Unlimited Context engine. It's local-first: turns run on your local Ollama
by default (no account, no network); sign in and they switch to the Aether cloud API. It's the
Python-native twin of aether-code (the TypeScript terminal)
β same commands, same backend, same tools.
| Command | What it does |
|---|---|
aether |
Open the interactive REPL (local Ollama by default). |
aether "<prompt>" |
One-shot turn, streamed. |
aether code "<task>" |
Autonomous coding run on the Unlimited Context brain (test-gated, git-checkpointed). |
aether auth login |
Sign in (--token <t> or --username/--password) for the hosted API (then set backend auto|cloud). |
aether auth status | logout | token |
Show / clear / print the stored credential. |
aether models |
List models available to your tier. |
aether config [show|get <k>|set <k> <v>] |
Local settings, incl. backend = local (default)|auto|cloud. |
Slash commands (inside the REPL): /help Β· /models Β· /model <tag> Β· /agents Β· /agent <id> Β· /tier Β· /audit [n] Β· /web <query> Β· /clear Β· /exit.
Web tools β the agent can reach the web on any backend: web_search (DuckDuckGo, no key) and web_fetch (URL β readable text, SSRF-guarded).
Backend β local (the default) runs every turn on your own Ollama; nothing leaves your machine and no account is needed. Opt into the hosted Aether API with aether config set backend auto|cloud (or AETHER_BACKEND=auto) plus aether auth login β auto uses the cloud only when you're signed in and falls back to local otherwise. The hosted API is the maintainer's own instance, so a fresh clone never calls it.
Smoke test β with Ollama up, python -m aether_agent.smoke (or aether-smoke) runs the SSRF guard, a real local turn, a web search + fetch, and the cloud path (when signed in), printing PASS/SKIP/FAIL (exit non-zero only on a real failure β missing Ollama/network/sign-in are skips).
# Install straight from GitHub β works today, always the latest:
pip install git+https://github.com/DBarr3/Unlimited-Context-LLM.git
# From PyPI, once published β the package name is "aether-context"
# (note: `pip install unlimited-context` is NOT the package name):
pip install aether-contextfrom aether_context import Session
s = Session(model="ollama/qwen2.5", pool_gb=5)
s.run("Build me a full-stack weightlifting tracker app.")
# runs long. stays coherent. walk away.That's the whole thing. One small model, one command, a billion tokens of reach behind it.
"Unlimited" means reach, not attention. Your model keeps its native window β we make it reach a billion-token pool in slices, via fast retrieval. The whole thing rides on retrieval hit rate; when it's high (and the loader is built to keep it high), the pool feels like one seamless context. The measured proof of all this is up top β see The proof.
If Unlimited Context helps your work, please cite it. Built and maintained by Aether AI.
@software{unlimited_context_2026,
title = {Unlimited Context (aether-context): virtual memory for LLM attention},
author = {Barrante, Brandon},
organization = {Aether AI},
year = {2026},
url = {https://github.com/DBarr3/Unlimited-Context-LLM},
license = {Apache-2.0}
}GitHub's "Cite this repository" button reads CITATION.cff directly.
If this gave your local model superpowers, drop a star β it's how other people find it. PRs and issues are welcome β see CONTRIBUTING.md. Runnable examples live in examples/ β start with quickstart.py, then coding_agent.py.
Apache-2.0. Use it, fork it, ship it in your product.


