# Learning What to Remember: Test-Time Training via Context Distillation

arXiv: https://arxiv.org/abs/2608.01672 · HTML: https://mlsanity.com/paper/2608.01672/

## Key facts

- Cited by 2 papers in the map (data through 14 Oct 2026).
- Builds on 51 of its 55 references that are in the map.
- First posted on arXiv 3 Aug 2026.

## Builds on (most cited first, 30 of 51)

- [Attention Is All You Need](https://mlsanity.com/paper/1706.03762/) (2017)
- [Measuring Massive Multitask Language Understanding](https://mlsanity.com/paper/2009.03300/) (2020)
- [Think you have Solved Question Answering? Try ARC, the AI2 Reasoning Challenge](https://mlsanity.com/paper/1803.05457/) (2018)
- [Mamba: Linear-Time Sequence Modeling with Selective State Spaces](https://mlsanity.com/paper/2312.00752/) (2023)
- [RoFormer: Enhanced Transformer with Rotary Position Embedding](https://mlsanity.com/paper/2104.09864/) (2021)
- [HellaSwag: Can a Machine Really Finish Your Sentence?](https://mlsanity.com/paper/1905.07830/) (2019)
- [Prefix-Tuning: Optimizing Continuous Prompts for Generation](https://mlsanity.com/paper/2101.00190/) (2021)
- [The Power of Scale for Parameter-Efficient Prompt Tuning](https://mlsanity.com/paper/2104.08691/) (2021)
- [FlashAttention: Fast and Memory-Efficient Exact Attention with IO-Awareness](https://mlsanity.com/paper/2205.14135/) (2022)
- [FlashAttention-2: Faster Attention with Better Parallelism and Work Partitioning](https://mlsanity.com/paper/2307.08691/) (2023)
- [Efficiently Modeling Long Sequences with Structured State Spaces](https://mlsanity.com/paper/2111.00396/) (2021)
- [The Pile: An 800GB Dataset of Diverse Text for Language Modeling](https://mlsanity.com/paper/2101.00027/) (2020)
- [Empirical Evaluation of Gated Recurrent Neural Networks on Sequence Modeling](https://mlsanity.com/paper/1412.3555/) (2014)
- [An Empirical Evaluation of Generic Convolutional and Recurrent Networks for Sequence Modeling](https://mlsanity.com/paper/1803.01271/) (2018)
- [RULER: What's the Real Context Size of Your Long-Context Language Models?](https://mlsanity.com/paper/2404.06654/) (2024)
- [Transformers are SSMs: Generalized Models and Efficient Algorithms Through Structured State Space Duality](https://mlsanity.com/paper/2405.21060/) (2024)
- [SnapKV: LLM Knows What You are Looking for Before Generation](https://mlsanity.com/paper/2404.14469/) (2024)
- [H2O: Heavy-Hitter Oracle for Efficient Generative Inference of Large Language Models](https://mlsanity.com/paper/2306.14048/) (2023)
- [RWKV: Reinventing RNNs for the Transformer Era](https://mlsanity.com/paper/2305.13048/) (2023)
- [MiniCPM: Unveiling the Potential of Small Language Models with Scalable Training Strategies](https://mlsanity.com/paper/2404.06395/) (2024)
- [Gated Delta Networks: Improving Mamba2 with Delta Rule](https://mlsanity.com/paper/2412.06464/) (2024)
- [FlashAttention-3: Fast and Accurate Attention with Asynchrony and Low-precision](https://mlsanity.com/paper/2407.08608/) (2024)
- [Gated Linear Attention Transformers with Hardware-Efficient Training](https://mlsanity.com/paper/2312.06635/) (2023)
- [Linear Transformers Are Secretly Fast Weight Programmers](https://mlsanity.com/paper/2102.11174/) (2021)
- [Hungry Hungry Hippos: Towards Language Modeling with State Space Models](https://mlsanity.com/paper/2212.14052/) (2022)
- [Model Tells You What to Discard: Adaptive KV Cache Compression for LLMs](https://mlsanity.com/paper/2310.01801/) (2023)
- [Native Sparse Attention: Hardware-Aligned and Natively Trainable Sparse Attention](https://mlsanity.com/paper/2502.11089/) (2025)
- [Parallelizing Linear Transformers with the Delta Rule over Sequence Length](https://mlsanity.com/paper/2406.06484/) (2024)
- [Learning to (Learn at Test Time): RNNs with Expressive Hidden States](https://mlsanity.com/paper/2407.04620/) (2024)
- [SmolLM2: When Smol Goes Big -- Data-Centric Training of a Small Language Model](https://mlsanity.com/paper/2502.02737/) (2025)

## Built on by (most cited first, 2 of 2)

- [DeltaTTT: Layerwise Optimization for Nonlinear Recurrent Memory](https://mlsanity.com/paper/2610.08553/) (2026)
- [WIRE: Weight Space Implicit Representation Encoding of Frozen Video LLMs](https://mlsanity.com/paper/2610.17355/) (2026)

## Abstract (arXiv)

Effective long-context modeling is not merely about retaining more of the past, but about preserving the information that may prove relevant later. Test-time training (TTT) is an appealing approach that performs online parameter updates for long-context modeling, yet existing TTT methods only optimize either reconstruction or online adaptation objectives without considering the future utility of retained information. In this work, we propose Test-Time Context Distillation (TTCD), a TTT framework that introduces a self-supervised objective for allocating limited memory capacity for future use. Specifically, TTCD uses a long-window teacher to supervise the fast weights of a short-window student, where the hidden-state discrepancy between them offers a dense, self-supervised signal guiding the model to memorize the contextual information crucial for future token predictions. We focus on an in-place variant: In-Place TTCD (IP-TTCD), which uses the existing MLP parameters as the fast weights. Experiments on long-context language modeling tasks show IP-TTCD consistently outperforms DeltaNet, Gated DeltaNet, sliding-window attention, and TTT when pre-trained from scratch. Furthermore, IP-TTCD allows pre-trained transformer models to adapt their parameters during inference through continual pre-training, gaining long-context capabilities with only a lightweight architectural augmentation. Our results position TTCD as a step toward architectural continual learning.