Two teenagers are under arrest following a very disturbing video out of Modesto.

The video posted on Facebook has gone viral and shows kids bullying another kid along a sidewalk. A seemingly helpless student wearing a backpack was brutally tossed to the pavement and also endured a flurry of swear words in the video.

As close to a dozen other students stood by, with some recording on cell phones, they watched as two bullies had their way. One threatened the boy and demanded the boy drop to his knees.

In the less than two minute video, the crowd breaks up and the boy is allowed to walk away.

So why did all the other kids simply watch and laugh and not doing anything to help the kid being bullied?

“They feel like they need to support the bully because the bully is stronger,” says Doctor Cathy Francis, Director of Social Services at Saint Joseph’s Behavioral Health Center in Stockton.

She has over 20 years experience in the behavioral health field.

“I don’t think they feel they have the strength to stand up for themselves,” she said. “They don’t want to be bullied either. They would rather be on the bully’s side then the victim’s side.”

Francis says the other kids simply “don’t know any better,” “don’t know how to” or “aren’t comfortable” with helping the boy.

“If they could learn how to speak up for themselves, I think one, this situation would have stopped immediately,” she said.

So what could have the bullied student done differently?

Francis says not a whole lot.

“Because it’s a crowd against you,” she said. “Honestly I would suggest to do exactly what that kid did and take it like a man. I know that sounds awful, but try not to let it bother you.”

So if you’re a parent whose kid is bullied, what can you do?

“You know what I would do is I would talk to them about the situation,” she said. “Don’t press. Don’t try to get every detail. Let them know that you saw what happened. That you understand that wasn’t right. You’re there to speak with them. And at the same time build their self-esteem.”

Modesto Police arrested a 16-year-old for “battery and criminal threats” and a 17-year old for “criminal threats and conspiracy.”

Both were booked into juvenile hall.

The Modesto City School District identified the students from Beyer High School and Elliot Alternative Education Center.

The district would not disclose any actions they took.