We introduce the task of scene-aware dialog. Given a follow-up question in an ongoing dialog about a video, our goal is to generate a complete and natural response to a question given (a) an input video, and (b) the history of previous turns in the dialog. To succeed, agents must ground the semantics in the video and leverage contextual cues from the history of the dialog to answer the question. To benchmark this task, we introduce the Audio Visual Scene-Aware Dialog (AVSD) dataset. For each of more than 11,000 videos of human actions for the Charades dataset. Our dataset contains a dialog about the video, plus a final summary of the video by one of the dialog participants. We train several baseline systems for this task and evaluate the performance of the trained models using several qualitative and quantitative metrics. Our results indicate that the models must comprehend all the available inputs (video, audio, question and dialog history) to perform well on this dataset.