Sales and events Upgrade your denim without up-sizing your closet. During Covered's Denim Exchange (Friday through Sunday, 1201 Lagoon Av., Mpls., 612-825-1610), you can exchange your new or gently used jeans for 20 percent off some brand-new premiums. However, don't bring in any old blues. The collected clothing will be donated to the Phyllis Wheatley Community Center Women's Domestic Abuse/Empowerment Program (more than 200 pairs have been donated in the past two years), and they want to pass along only really good stuff. So they're looking for brands such as Citizens of Humanity, Chip and Pepper, Hudson, J Brand, Joe's, Paige, Rock & Republic, Seven for All Mankind and True Religion -- and not Abercrombie & Fitch, American Eagle, Express, Gap or Mossimo. The experts at Covered deserve to be denim snobs and will help you find an amazing fit in a new pair.

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On Saturday, pamper yourself with a mini-facial and makeover at Ulta Rosedale (11 a.m. to 5 p.m., 1659 W. County Rd. B2, Roseville, 651-239-1640). A representative from Peter Thomas Roth Skincare will be on hand to demonstrate the Unwrinkle makeup primer, concealers and foundations.

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On Thursday, get a jump on spring with a free fashion show at The School II (6 p.m., 600 Market St., Chanhassen). Clothes and accessories from Mainstream Boutique will be paired with hair and makeup trends from Spalon Montage. The first 25 people get goodie bags and everyone will receive discounts of 25 percent off full-priced clothing that night and first-time services that you book at the event.

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Star Tribune, Star Tribune
Jerri Ultra Skinny jeans by William Rast

Guys, get your wardrobe going with a spring special order and shopping night at Elsworth (3 to 8 p.m., 811 LaSalle Av., skyway level, Mpls., 612-339-0763). During the "20:25" event, take 20 percent off one item and 25 percent off two or more. You can order custom shirts ($80 each) from local company Got Knot, selecting from more than 100 fabric swatches and options such as French cuffs as part of the sale.

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If you're in the market for a new bag, StyledLife has an option for you. During the MZ Wallace trunk show (noon to 6 p.m. on Thursday and 10 a.m. to 4 p.m. on Friday), shop from the full collection of fabric accessories with prices starting below $300.

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Swimwear meets dance at the third annual Arena Bikini: Haute & Cold on Saturday (7 to 11 p.m., Aqua, 400 1st Av. N., Mpls., 612-232-3232). The fashion show/performance will benefit Arena Dances by Mathew Janczewski, a nonprofit modern dance company, and features suits from Macy's and Everything But Water and by local designers Elizabeth McAllister, Laura Champ, Adrienne Yancy's line ArielSimone, Stacie Yokiel and Jennifer Ho. Christopher Straub (aka Mr. "Project Runway" will be there. Tickets are $35 in advance and $40 at the door (www.arenabikini.org).

Style Star: Ashley Fox

Spotted at: Duel of the Design at International Market Square in Minneapolis.

Eden Prairie-based floral designer Ashley Fox proved that vintage can look contemporary. She wore a transparent vintage top from How Quaint in Shakopee with sparkly sequin pants (also vintage) from Bluebird Boutique, Arturo Chiang shoes from Von Maur and an Inge Christopher handbag.

Sara Glassman • 612-673-7177 • sglassman@startribune.com