Remember Jake Davidson, the high school kid who made that awesome video asking KATE UPTON to his prom? Well, it was last night and Kate couldn't make it. But don't feel too bad for him.  He still had a hot date.

Another 'Sports Illustrated' Swimsuit model stepped up and took her place. Her name is NINA AGDAL. She's 21 and has never been to a prom. 'Inside Edition' hooked the two up and she was excited, but says it'll be more of a friendly thing.

Way to go Jake.  An even bigger round of applause to Nina who took time out of her busy schedule to make a teen-aged boys dreams come true.  Class act!