We present an autoencoder that leverages learned representations to better measure similarities in data space. By combining a variational autoencoder (VAE) with a generative adversarial network (GAN) we can use learned feature representations in the GAN discriminator as basis for the VAE reconstruction objective. Thereby, we replace element-wise errors with feature-wise errors to better capture the data distribution while offering invariance towards e.g. translation. We apply our method to images of faces and show that it outperforms VAEs with element-wise similarity measures in terms of visual fidelity. Moreover, we show that the method learns an embedding in which high-level abstract visual features (e.g. wearing glasses) can be modified using simple arithmetic.