Embodiments of the present invention provide a method and a system for analyzing and learning behavior based on an acquired stream of video frames. Objects depicted in the stream are determined based on an analysis of the video frames. Each object may have a corresponding search model used to track an object's motion frame-to-frame. Classes of the objects are determined and semantic representations of the objects are generated. The semantic representations are used to determine objects' behaviors and to learn about behaviors occurring in an environment depicted by the acquired video streams. This way, the system learns rapidly and in real-time normal and abnormal behaviors for any environment by analyzing movements or activities or absence of such in the environment and identifies and predicts abnormal and suspicious behavior based on what has been learned.