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 \textbf{T}est-\textbf{T}ime \textbf{C}ontext \textbf{D}istillation (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.
Long input sequences are central to document understanding and multi-step reasoning in Large Language Models, yet the quadratic cost of attention makes inference both memory-intensive and slow. Context distillation mitigates this by compressing contextual information into model parameters, and recent work such as Doc-to-LoRA amortizes context distillation into a single forward pass that generates one LoRA adapter per document. However, producing a single monolithic adapter for all queries leads to irrelevant-query interference, limited compositional recall, and poor scalability to long-document reasoning. To address these challenges, we propose Doc-to-Atom (Doc2Atom), a compositional parametric memory framework that decomposes each document into semantically typed knowledge atoms. Each atom is compiled into an independent micro-LoRA adapter and a provenance retrieval key. At inference time, a lightweight query router selects and assembles only the relevant atoms into a query-specific adapter, which is then injected into a frozen base model. The entire system is trained end-to-end through a multi-objective distillation framework. Experiments on six diverse QA benchmarks demonstrate that Doc2Atom outperforms Doc-to-LoRA baselines while reducing the memory cost of document internalization.