A combined experimental and theoretical study of the two-photon absorption properties of a series of quadrupolar molecules possessing a highly electron-rich heterocyclic core, pyrrolo[3,2-b]pyrrole is presented. In agreement with quantum-chemical calculations, we observe large two-photon absorption (2PA) cross-section values, σ2PA ~ 102–103 GM (1GM = 1050 cm4 s photon−1) at wavelengths 650–700 nm, corresponding to the 2-photon allowed but 1-photon forbidden transitions. The calculations also predict that increased planarity of this molecule via removal of two N-substituents leads to further increase in the σ2PA values. Surprisingly, the most quadrupolar pyrrolo[3,2-b]pyrrole derivative bearing two 4-nitrophenyl substituents at positions 2 and 5 demonstrates very strong solvatofluorochromic effect, with the fluorescence quantum yield as high as 0.96 in cyclohexane, while the fluorescence vanishes in DMSO.