Abstract Deep networks have shown impressive performance on many computer vision tasks. Recently, deep convolutional neural networks (CNNs) have been used to learn discriminative texture representations. One of the most successful approaches is Bilinear CNN model that explicitly captures the second order statistics within deep features. However, these networks cut off the first order information flow in the deep network and make gradient back-propagation dif- ficult. We propose an effective fusion architecture - FASON that combines second order information flow and first order information flow. Our method allows gradients to backpropagate through both flows freely and can be trained effectively. We then build a multi-level deep architecture to exploit the first and second order information within different convolutional layers. Experiments show that our method achieves improvements over state-of-the-art methods on several benchmark datasets