Despite the latest prevailing success of deep neural networks (DNNs), several concerns have been raised against their usage, including the lack of intepretability the gap between DNNs and other well-established machine learning models, and the growingly expensive computational costs. A number of recent works [1], [2], [3] explored the alternative to sequentially stacking decision tree/random forest building blocks in a purely feed-forward way, with no need of back propagation. Since decision trees enjoy inherent reasoning transparency, such deep forest models can also facilitate the understanding of the internaldecision making process. This paper further extends the deep forest idea in several important aspects. Firstly, we employ a probabilistic tree whose nodes make probabilistic routing decisions, a.k.a., soft routing, rather than hard binary decisions.Besides enhancing the flexibility, it also enables non-greedy optimization for each tree. Second, we propose an innovative topology learning strategy: every node in the ree now maintains a new learnable hyperparameter indicating the probability that it will be a leaf node. In that way, the tree will jointly optimize both its parameters and the tree topology during training. Experiments on the MNIST dataset demonstrate that our empowered deep forests can achieve better or comparable performance than [1],[3] , with dramatically reduced model complexity. For example,our model with only 1 layer of 15 trees can perform comparably with the model in [3] with 2 layers of 2000 trees each.