Abstract: The Spy generally developed to monitor and record suspicious movement in a company during the closing hours of the company. Organizations today face new and more insidious threats than they ever have in the past. To protect personnel and infrastructure alike requires a level of vigilance not previously anticipated. A new technology called Intelligent Video Surveillance employs state of the art computer vision technology to automate the process of watching web cam - making video a proactive defense sensor. One approach is to detect and recognize the actions of individuals within a crowded scene.