The assumption across nearly all language model (LM) tokenization schemes is that tokens should be subwords, i.e., contained within word boundaries. While providing a seemingly reasonable inductive bias, is this common practice limiting the potential of modern LMs? Whitespace is not a reliable delimiter of meaning, as evidenced by multi-word expressions (e.g., "by the way"), crosslingual variation in the number of words needed to express a concept (e.g., "spacesuit helmet" in German is "raumanzughelm"), and languages that do not use whitespace at all (e.g., Chinese). To explore the potential of tokenization beyond subwords, we introduce a "superword" tokenizer, SuperBPE, which incorporates a simple pretokenization curriculum into the byte-pair encoding (BPE) algorithm to first learn subwords, then superwords that bridge whitespace. This brings dramatic improvements in encoding efficiency: when fixing the vocabulary size to 200k, SuperBPE encodes a fixed piece of text with up to 33% fewer tokens than BPE on average. In experiments, we pretrain 8B transformer LMs from scratch while fixing the model size, vocabulary size, and train compute, varying *only* the algorithm for learning the vocabulary. Our model trained with SuperBPE achieves an average +4.0% absolute improvement over the BPE baseline across 30 downstream tasks (including +8.2% on MMLU), while simultaneously requiring 27% less compute at inference time. In analysis, we find that SuperBPE results in segmentations of text that are more uniform in per-token difficulty. Qualitatively, this may be because SuperBPE tokens often capture common multi-word expressions that function semantically as a single unit. SuperBPE is a straightforward, local modification to tokenization that improves both encoding efficiency and downstream performance, yielding better language models overall.