MODESTO (KRON/KTXL) — Police are taking action after a disturbing bullying video went viral on social media.

The video shows a Northern California boy being pushed around by two bigger teens, all while others stood by and watched.

At one point, the bullying victim was forced onto his knees.

“You know what I do to (expletive)?” one person in the video said. “Do you know what I do to (expletive)? Kids falls to the ground.”

KRON4 blurred out the faces and bleeped some of what was said.

“it’s my turn now.,” one teen said in the video.

But the disturbing nature of this scene is troubling.

The viral video shows a boy being bullied in Modesto.

“It’s pretty sad to watch it,” Sierra Morales said.

“Yeah it was….Yeah, it was messed up,” Juliette Richardson added.

In the video, you see a boy pushed to the ground.

“What does it matter to me that you can’t fight?” one teen said in the video.

And when he tried to walk away from a fight, another kid forced him to his knees.

“On your knees before I (expletive) break ’em,” a teen said in the video.

Students at the Elliot Alternative Education Center in Modesto recognized some of the teen boys.

Investigators have also identified some of the kids as Beyer High School students.

“I was shocked, actually, like I couldn’t believe it,” Morales said.

The video was shot on Tuesday, about a half mile away from Beyer High School.

Becky Fortuna, a public information officer with the Modesto City Schools District, says they have taken action.

“We conducted an investigation with the Modesto Police Department and took action according to our district conduct code,” Fortuna said.

Along with the discipline at the schools, Modesto police has also made two arrests of a 16 and 17-year-old boy.

“It’s really messed up that people were just standing there watching like they didn’t even do anything,” Richardson said.

Modesto police say the 16-year-old was arrested for battery and making criminal threats.

The 17-year-old faces charges of criminal threats and conspiracy.