Diffusion models have made significant advances in text-guided synthesis tasks. However, editing user-provided images remains challenging, as the high dimensional noise input space of diffusion models is not naturally suited for image inversion or spatial editing. In this work, we propose an image representation that promotes spatial editing of input images using a diffusion model. Concretely, we learn to encode an input into image elements that can faithfully reconstruct an input image. These elements can be intuitively edited by a user, and are decoded by a diffusion model into realistic images. We show the effectiveness of our representation on various image editing tasks, such as object resizing, rearrangement, dragging, de-occlusion, removal, variation, and image composition.