Training deep feature hierarchies to solve supervised learning tasks has achieving state of the art performance on many problems in computer vision. However, a principled way in which to train such hierarchies in the unsupervised setting has remained elusive. In this work we suggest a new architecture and loss for training deep feature hierarchies that linearize the transformations observed in unlabelednatural video sequences. This is done by training a generative model to predict video frames. We also address the problem of inherent uncertainty in prediction by introducing a latent variables that are non-deterministic functions of the input into the network architecture.