Single-photon avalanche diodes (SPADs) are an emerging technology with a unique capability of capturing individual photons with high timing precision. SPADs are being used in several active imaging systems (e.g., fluorescence lifetime microscopy and LiDAR), albeit mostly limited to low photon flux settings. We propose passive free-running SPAD (PF-SPAD) imaging, an imaging modality that uses SPADs for capturing 2D intensity images with unprecedented dynamic range under ambient lighting, without any active light source.Our key observation is that the precise inter-photon timing measured by a SPAD can be used for estimating scene brightness under ambient lighting conditions, even for very bright scenes. We develop a theoretical model for PF-SPAD imaging, and derive a scene brightness estimator based on the average time of darkness between successive photons detected by a PF-SPAD pixel. Our key insight is that due to the stochastic nature of photon arrivals, this estimator does not suffer from a hard saturation limit. Coupled with high sensitivity at low flux, this enables a PF-SPAD pixel to measure a wide range of scene brightnesses, from very low to very high, thereby achieving extreme dynamic range. We demonstrate an improvement of over 2 orders of magnitude over conventional sensors by imaging scenes spanning a dynamic range of 10 6 : 1.