Video understanding has witnessed significant progress with recent video foundation models demonstrating strong performance owing to self-supervised pre-training objectives; Masked Autoencoders (MAE) being the design of choice. Nevertheless, the majority of prior works that leverage MAE pre-training have focused on relatively short video representations (16 / 32 frames in length) largely due to hardware memory and compute limitations that scale poorly with video length due to the dense memory-intensive self-attention decoding. One natural strategy to address these challenges is to subsample tokens to reconstruct during decoding (or decoder masking). In this work, we propose an effective strategy for prioritizing tokens which allows training on longer video sequences (128 frames) and gets better performance than, more typical, random and uniform masking strategies. The core of our approach is an adaptive decoder masking strategy that prioritizes most important tokens and uses quantized tokens as reconstruction objectives. Our adaptive strategy leverages a powerful MAGVIT-based tokenizer that jointly learns the tokens and their priority. We validate our design choices through exhaustive ablations and observe improved performance of the resulting long-video (128 frames) encoders over short-video (32 frames) counterparts. With our long-video pre-training strategy, we surpass SoTA on Diving-48 by 2.7 points and EPIC-Kitchens-100 verb classification by 2 points while relying on a simple core architecture and video-only pre-training (unlike some of the prior works that require millions of labeled video-text pairs or specialized encoders)