Abstract: State space models (SSMs) combine fast inference and fixed state size with competitive language-modeling performance. Recently, state souping has been proposed as a procedure whereby an SSM independently encodes chunks of tokens like documents, tool definitions, or memory records. The resulting state encodings may be cached and recombined to cheaply construct a context for downstream queries. However, both state souping and vanilla SSMs deteriorate on long, crowded contexts, limiting their utility for long-horizon domains. To address this issue, we propose weighted state souping, a simple method that learns query-dependent weights for composing cached states. The resulting models improve long-context performance substantially across both single- and multi-hop document question answering, needle-in-a-haystack retrieval, variable tracking, and tool use. Our method can be further adapted into an efficient sparse variant, yielding near-constant encoding cost with respect to context length while preserving (and sometimes improving) performance. We also present simple theoretical arguments that illustrate why souping works and when it may fail, and discuss informally the advantages of weighted souping. Weighted state souping thus combines reusable context representations with selective retrieval, offering an efficient approach to language modeling over large collections of documents, tools, and other forms of structured context that increasingly dominate modern agentic workloads.