Background modeling and subtraction is a core component in motion analysis. The central idea behind such module is to create a probabilistic representation of the static scene that is compared with the current input to perform subtraction. Such approach is efficient when the scene to be modeled refers to a static structure with limited perturbation. In this paper, we address the problem of modeling dynamic scenes where the assumption of a static background is not valid. Waving trees, beaches, escalators, natural scenes with rain or snow are examples. Inspired by the work proposed by Doretto et al. (2003), we propose an on-line auto-regressive model to capture and predict the behavior of such scenes. Towards detection of events we introduce a new metric that is based on a state-driven comparison between the prediction and the actual frame. Promising results demonstrate the potentials of the proposed framework.