Title: What do Vision Transformers Learn?  A Visual Exploration. Abstract: Vision transformers (ViTs) are quickly becoming the de-facto architecture for computer vision, yet we understand very little about why they work and what they learn. While existing studies visually analyze the mechanisms of convolutional neural networks, an analogous exploration of ViTs remains challenging. In this paper, we first address the obstacles to performing visualizations on ViTs. Assisted by these solutions, we observe that neurons in ViTs trained with language model supervision (e.g., CLIP) are activated by semantic concepts rather than visual features. We also explore the underlying differences between ViTs and CNNs, and we find that transformers detect image background features, just like their convolutional counterparts, but their predictions depend far less on high-frequency information. On the other hand, both architecture types behave similarly in the way features progress from abstract patterns in early layers to concrete objects in late layers. In addition, we show that ViTs maintain spatial information in all layers except the final layer. In contrast to previous works, we show that the last layer most likely discards the spatial information and behaves as a learned global pooling operation. Finally, we conduct large-scale visualizations on a wide range of ViT variants, including DeiT, CoaT, ConViT, PiT, Swin, and Twin, to validate the effectiveness of our method.