A Southern California teen turned heads at his prom when he showed up with a Sports Illustrated model as his date.

Nina Agdal agreed to step in as Jake Davidson's date Thursday night after he got turned down for prom by supermodel Kate Upton.

The Sherman Oaks teen appeared in a YouTube video that was viewed more than 2.5 million times asking Upton to be his date.

After Upton declined because of a scheduling conflict, Agdal volunteered to go, saying she never got to attend her own prom.

The Danish model is better known as the bikini-clad sunbather in a Carl's Jr. ad.

Davidson told the Los Angeles Daily News (http://bit.ly/173eVPS) he had an incredible night and said Agdal was down to earth.