Next-token prediction models have predominantly relied on decoder-only Transformers with causal attention, driven by the common belief that causal attention is essential to prevent “cheating” by masking future tokens. We challenge this widely accepted notion and argue that this design choice is about efficiency rather than necessity. While decoder-only Transformers are still a good choice for practical reasons, they are not the only viable option. In this work, we introduce Encoder-only Next Token Prediction (ENTP). We explore the differences between ENTP and decoder-only Transformers in expressive power and complexity, highlighting potential advantages of ENTP.We introduce the Triplet-Counting task and show, both theoretically and experimentally, that while ENTP can perform this task easily, a decoder-only Transformer cannot. Finally, we empirically demonstrate ENTP’s superior performance across various realistic tasks, such as length generalization and in-context learning.