Sequence modeling layers in modern language models typically face a trade-off between storage capacity and computational efficiency. While Softmax attention offers unbounded storage at prohibitive quadratic costs, linear variants provide efficiency but suffer from limited, fixed-size storage.

We propose Fast-weight Product Key Memory (FwPKM), a novel architecture that resolves this tension by transforming the sparse Product Key Memory (PKM) from a static module into a dynamic, "fast-weight" episodic memory. Unlike PKM, FwPKM updates its parameters dynamically at both training and inference time via local chunk-level gradient descent, allowing the model to rapidly memorize and retrieve new key-value pairs from input sequences.

Experiments reveal that FwPKM functions as an effective episodic memory that complements the semantic memory of standard modules, yielding significant perplexity reductions on long-context datasets. Notably, in Needle in a Haystack evaluations, FwPKM generalizes to 128K-token contexts despite being trained on only 4K-token sequences.