Attention-free language models that combine gating and convolutions are growing in popularity due to their efficiency and increasingly competitive performance. To better understand these architectures, we pretrain a suite of 17 attention and gated-convolution language models, finding that SoTA gated-convolution architectures still underperform attention by up to 2.1 perplexity points on the Pile. In fine-grained analysis, we find 82% of the gap is explained by each model's ability to recall information that is previously mentioned in-context, e.g. "Hakuna Matata means no worries Hakuna Matata it means no" -> ??. On this task, termed "associative recall", we find that attention outperforms gated-convolutions by a large margin: a 70M parameter attention model outperforms a 1.4 billion parameter gated-convolution model on associative recall. This is surprising because prior work shows gated convolutions can perfectly solve synthetic tests for AR capability. To close the gap between synthetics and real language, we develop a new formalization of the task called multi-query associative recall (MQAR) that better reflects actual language. We perform an empirical and theoretical study of MQAR that elucidates differences in the parameter-efficiency of attention and gated-convolution recall. Informed by our analysis, we evaluate simple convolution-attention hybrids and show that hybrids with input-dependent sparse attention patterns can close 97.4% of the gap to attention, while maintaining sub-quadratic scaling. Code is at: https://github.com/HazyResearch/zoology.