This paper introduces RDA, a pioneering approach designed to address two primary deficiencies prevalent in previous endeavors aiming at stealing pre-trained encoders: (1) suboptimal performances attributed to biased optimization objectives, and (2) elevated query costs stemming from the end-to-end paradigm that necessitates querying the target encoder every epoch. Specifically, we initially Refine the representations of the target encoder for each training sample, thereby establishing a less biased optimization objective before the steal-training phase. This is accomplished via a sample-wise prototype, which consolidates the target encoder’s representations for a given sample’s various perspectives. Demanding exponentially fewer queries compared to the end-to-end approach, prototypes can be instantiated to guide subsequent query-free training. For more potent efficacy, we develop a multi-relational extraction loss that trains the surrogate encoder to Discriminate mismatched embedding-prototype pairs while Aligning those matched ones in terms of both amplitude and angle. In this way, the trained surrogate encoder achieves state-of-the-art results across the board in various downstream datasets with limited queries. Moreover, RDA is shown to be robust to multiple widely-used defenses. Our code is available at https://github.com/ShuchiWu/RDA .