Carbon nanoparticles upon simple surface passivation exhibit bright photoluminescence. Reported here is a new finding that these carbon dots are also strongly two-photon luminescent with pulsed laser excitation in the near-infrared. The experimentally measured two-photon absorption cross-sections are comparable to those of the high-performance semiconductor quantum dots already available in the literature. The two-photon luminescence microscopy imaging of human breast cancer cells with internalized carbon dots is demonstrated.