Cell populations display heterogeneous and dynamic phenotypic states at multiple scales. Similar to molecular features commonly used to explore cell heterogeneity, cell behavior is a rich phenotypic space that may allow for identification of relevant cell states. Inference of cell state from cell behavior across a time course may enable the investigation of dynamics of transitions between heterogeneous cell states, a task difficult to perform with destructive molecular observations. Cell motility is one such easily observed cell behavior with known biomedical relevance. To investigate heterogenous cell states and their dynamics through the lens of cell behavior, we developed Heteromotility, a software tool to extract quantitative motility features from timelapse cell images. In mouse embryonic fibroblasts (MEFs), myoblasts, and muscle stem cells (MuSCs), Heteromotility analysis identifies multiple motility phenotypes within the population. In all three systems, the motility state identity of individual cells is dynamic. Quantification of state transitions reveals that MuSCs undergoing activation transition through progressive motility states toward the myoblast phenotype. Transition rates during MuSC activation suggest non-linear kinetics. By probability flux analysis, we find that this MuSC motility state system breaks detailed balance, while the MEF and myoblast systems do not. Balanced behavior state transitions can be captured by equilibrium formalisms, while unbalanced switching between states violates equilibrium conditions and would require an external driving force. Our data indicate that the system regulating cell behavior can be decomposed into a set of attractor states which depend on the identity of the cell, together with a set of transitions between states. These results support a conceptual view of cell populations as dynamical systems, responding to inputs from signaling pathways and generating outputs in the form of state transitions and observable motile behaviors., Author summary Cells in a population are not all alike. The differences between cells impact how each cell responds to stimuli, with implications for development and disease. How do cells change between these functionally important states over time? This question is difficult to answer using molecular biology, because these methods destroy cells in order to observe them, preventing us from observing the same cell more than once. Cells in culture display a diverse set of motility behaviors that can be observed non-destructively over time. We have developed software to quantify these behaviors, and used this tool to identify cell motility states and quantify the changes in cell motility states over time. Using this approach, we identify that cancerous fibroblasts behave similarly to normal fibroblasts, but prefer some behaviors to others. This suggests cancerous transformation may lead to changes between states, rather than just creating new ones. Applying this analysis to muscle stem cells, we measure the rate of change from the stem cell to progenitor state for the first time. We are also able to determine if changes in behavior state are externally driven or random, demonstrating the utility of observing cell behaviors to study changes in cells over time.