Padme exits the hovel.

EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - SUNRISE

As the twin suns rise, ARTOO is busy painting the racing Pod. ANAKIN is asleep. PADME passes ARTOO.

PADME : I hope you're about finished.

ARTOO whistles a positive reply. PADME sees KITSTER riding toward them on an EOPIE, a strange camel-lile creature. He is leading a second EOPIE behind him. PADME goes over to ANAKIN. He looks very vulnerable as he sleeps. She watches him, then touches him on the cheek. ANAKIN wakes up, yawns, and looks at her, a little puzzled.

ANAKIN : You were in my dream...you were leading a huge army into battle.
PADME : I hope not; I hate fighting. Your mother wants you to come in and clean up. We have to leave soon. ANAKIN stands up and stretches just as KITSTER arrives.

ANAKIN : Hook 'em up, Kitster. (to Padme) I won't be long. Where's Qui-Gon?
PADME : He and Jar Jar left already. They're with Watto at the arena.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

RACE CREWS mill about outside the Main Hanger.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

The hanger is a large building with a dozen or so Podracers being readied for the race. ALIEN CREWS and PILOTS rush about, making last minute fixes on their vehicles. WATTO, QUI-GON, and JAR JAR walk through the activity.

WATTO : ...I want to see your spaceship the moment the race is over.
QUI-GON : Patienc, my blue friend. You'll have your winnings before the suns set, and we'll be far away from here.
WATTO : Not if your ship belongs to me, I think...I warn you, no funny business.
QUI-GON : You don't think Anakin will win?

WATTO stops before an orange racer. Sitting to one side, having his shoulders and neck massaged by TWIN YOBANAS, is SEBULBA.

WATTO : Don't get me wrongo. I have great faith in the boy. He's a credit to your race, but Sebulba there is going to win, I think.
QUI-GON : Why?
WATTO : He always wins. (laughs) I'm betting heavily on Sebulba.
QUI-GON : I'll take that bet.
WATTO : (suddenly stops laughing) What??!! What do you mean?
QUI-GON : I'll wager my new racing pod against...say...the boy and his mother.
WATTO : A Pod for slaves. I don't think so...well, poerhaps. Just one...the mother, maybe...the boy isn't for sale.
QUI-GON : The boy is small, he can't be worth much.

WATTO shakes his head.

QUI-GON : (Cont'd) For the fastest Pod ever built?!

WATTO shakes his head again.

QUI-GON : (Cont'd) Both, or no bet.
WATTO : No Pod's worth two slaves...not by a long shot...one slave or nothing.
QUI-GON : The boy, then...

WATTO pulls out a small cube from his pocket.

WATTO : We'll let fate decide. Blue it's the boy, red his mother...

WATTO tosses the cube down. QUI-GON lifts his hand slightly; it turns blue. QUI-GON smiles. WATTO is angry.

WATTO : (Cont'd) You won the small toss, outlander, bou you won't win the race, so...it makes little difference.

ANAKIN and PADME enter the hanger on one of the EOPIES, pulling an engine. KITSTER, on the other EOPIE, is pulling another engine. With THREEPIO walking alongside, ARTOO trundles behind, pulling the Pod with SHMI sitting on it. WATTO passes ANAKIN as he leaves.

WATTO : (Cont'd) (subtitled) Bonapa keesa pateeso, o wanna meetee chobodd. (Better stop your friends betting, or I'll end up owning him, too.)

WATTO walks off, laughing.

ANAKIN : What did he mean by that?

QUI-GON : I'll tell you later.

ARTOO beeps at THREEPIO.

THREEPIO : Oh my! Space travel sounds rather perilous.

ARTOO emits a series of beeps.

THREEPIO : I can assure you they will never get me onto one of those dreadful starships!
KITSTER : (to Anakin) This is so wizard! I'm sure you'll do it this time, Annie.
PADME : Do what?
KITSTER : Finish the race, of course!
PADME : You've never won a race?
ANAKIN : Well...not exactly...
PADME : Not even finished?!

ANAKN looks sheepish.

ANAKIN : ...but Kitster's right, I will this time.
QUI-GON : Of course you will.

EXT. MOS ESPA - STREET - DAY

One of Darth Maul's PROBE DROIDS slowly floats down the main street of Tatooine. It looks in shops and studies PEOPLE as it searches for OBI-WAN, QI-GON, or the QUEEN.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

An EXTREME HIGH WIDE ANGLE reveals a vast arena in the Tatooine desert. A large semi-circular amphitheatre that holds at least a hundred thousand people dominates the landscape. Large viewing platforms loom over the racetrack. INT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

A two-headed ANNOUNCER describes the scene.

FODE/BEED : -
A: Toogi! Toogie! (Greetings) Toong mee cha kulkah du Boonta magi! tah oos azalus ooval Poddraces. (We have perfect weather today for the Boonta classic. The most hazardous of all Podraces.)
B : That's absolutly right. And a big turnout here, from all corners of the Outer Rim territories. I see the contestants are making their way out onto the starting grid.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

On the left side of the tracks across from the grandstands, a line of Podracers emerges from the large hanger, surrounded by several CREW MEMBERS. Pods are pulled by a wide variety of CREATURES and are led by aliens carrying flags. The PILOTS stand facing the royal box.

FODE/BEED : -
(O.S) A : La Yma beestoo (Yes, there they are!)
B : I see Ben Quadinaros from the Tund system.
A : ...eh Gasgano doowa newpa Ord Petrovia! (And Gasgano in thenew Ord Pedrovia.)
B : Two time winner, Boles Roor...
A : Poo tula moosta, woe grane champio Sebulba du Pixelito! Splastyleeya bookie ookie!! (On the front line the reigning champion, Sebulba from Pixelito. By far the favorite today.)
B : And a late entry, Anakin Skywalker, a local boy.
A : Wampa peedunkee unko ( I hope he has better luck this time.)
B : I see the flaggers are moving onto the track.

EXT. MOS ESPA - ARENA - GRANDSTAND - DAY

Colorful canopies shade some of the SPECTATORS. VENDORS sell barbecued creature parts and colorful drinks.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

All the PILOTS bow from the waist as JABBA THE HUTT enters the box and waves to the crowd.

FODE/BEED : -
A : O grandio lust, Jabba Du Hutt, amu intoe tah parena. (His honor, our glorious host, Jabba the Hutt has entered the arena.)

The crowd ROARS. SEVERAL OTHER SLUG-LIKE HUTTS follow, along with humans and aliens. Several SLAVE GIRLS on a chain are led alongside JABBA.

JABBA : (subtitled) Chowbaso! Tam ka chee Boonta rulee ya, kee madda hodrudda du wundee. (Welcome!) Sebulba tuta Pixelito...

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

SEBULBA, who is right next to ANAKIN, stands and waves to his fans. A small pep band plays as his fans wave and cheer.

KITSTER attaches the giant engins to Anakin's Pod with a long cable. SHMI gives ANAKIN a big hug and kiss. She looks him right in the eye.

SHMI : Be safe.
ANAKIN : I will, Mom. I promise.

She leaves as ANAKIN checks the cable hitches.

JABBA : ...Mawhonic tuta Hok, Teemto Pagalies tuta Moonus Mandel, Anakin SKywalker tuta Tatoonine....

The CROWD YELLS. ANAKIN waves to the crowd, as JABBA continues with his introductions. SEBULBA moves over to one of Anakin's engines. KITSTER and JAR JAR unhitch the EOPIES, and KITSTER leads them away. ARTOO beeps that everything is OK. JAR JAR pats ANAKIN on the back.

JAR JAR : Dis berry loony, Annie. May da guds be kind, mesa palo.

PADME comes up and gives ANAKIN a little kiss on the cheeek. SEBULBA bangs on a part protruding from Anakin's engine. He looks around to see if anyone has noticed.

PADME : You carry all our hopes.
ANAKIN : I won't let you down.

PADME moves away as SEBULBA edges his way next to ANAKIN and gives him a sinister grin.

SEBULBA : Bazda wahota, shag. Dobiella Nok. Yoka to Bantha poodoo. (You won't walk away from this one, slave scum! You're Bantha poodoo.)
ANAKIN : (subtitled) Cha skrundee da pat, sleemo. (Don't count on it, slime-ball.)

ANAKIN looks the evil SEBULBA in the eye with a cold stare. QUI-GON approaches, and SEBULBA backs off toward his racer.

JABBA : (sutitled)...Ka bazza kundee hodrudda! (...Let the challenge begin!)

The CROWD lets out a LOUD CHEER. QUI-GON helps ANAKIN into his Pod. The boy straps himself into the tiny racer.

QUI-GON : Are you all set, Annie? (Anakin nods) Remember, concentrate on the moment. Feel. Don't think. Trust your instincts. (he smiles) May the Force be with you.

QUI-GON steps away as ANAKIN puts on his goggles. The PILOTS flip switches, and powerful energy binders shoot between the engines. ANAKIN flips a switch, and his engine starts. The incredible ROAR of high-powered engines igniting echoes throughout the arena. One driver, ODY MANDRELL, yells at a droid (DUM-4) to get away from the front of his engine. The crowd is tense.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

The giant power-house engines torque as the PILOTS gun them. The PILOTS flip switches, and poerful energy binders shoot between the engines. Aliens carrying large flags move off the track. JAR JAR covers his eyes.

JAR JAR : Mesa no watch. Dissen ganna be messy!
FODE/BEED : -
A : Ya pawa culka doe rundee! (The power couplings are being activated)
B : Hey, it looks like they're clearing the grid.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

SHMI looks nervously to QUI-GON as he enters a veiwing platform. PADME and JAR JAR are already on board. The platform rises like an elevator.

SHMI : Is he nervous?
QUI-GON : He's fine.
PADME : You Jedi are far too reckless. The Queen...
QUI-GON : The Queen trusts my judgment, young handmaiden. You should too.
PADME : You assume too much.

EXT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

FODE/BEED : -
B : Start your engines.

The earth-pounding ROAR of the engines revving is deafening.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

Jabba bites off the head of a frog and spits it at a gong, signaling the start of the race.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

On a bridge over the track, a great green light at the center flashes. The Podracers shoot forward with a high-pitches scream. ANAKIN'S engine floods and coughs - then dies. All the other Podracers except one swerve around him and dissapear down the track. The slave boy struggles to get his racer started. The two-headed announcer reports.

FODE/BEED : - (O.S.)
A : An dare ovv! (And they're off!)
B : Oh...wait. Little Skywalker has stalled.

PADME and JAR JAR are very dissapointed with ANAKIN. QUI-GON puts his arm around a very worried SHMI to comfort her. Finally, Anakin's engines ignite. He zooms away after the receeding pack of competitors, leaving one quadra-Pod racer still trying to get started. The two-headed ANNOUNCER describes the race as it progresses.

FODE/BEED : - (O.S.)
B : And there goes Skywalker... He'll be hard pressed to catch up with the leaders today.

EXT. MOS ESPA - RACETRACK - DAY (FX)

The Podracers fly across the desert. SEBULBA is running neck and neck with MAWHONIC. They round the first turn in the track, side by side. SEBULBA drives his Pod into his rival, forcing him into the wall of a large rock formation. MAWHONIC crashes in a spectacular display of fire and smoke.
ANAKIN is much faster than the back-end stragglers and passes them easily.
One of the drivers, GASGANO, won't let ANAKIN by. ANAKIN tries to pass him on one side and is cut off. He then tries to pass him on the other side ansd is cut off. As they come up on a cliff drop-off, ANAKIN backs off, then guns it as GASGANO goes over the cliff. ANAJIN accelerates so fast that he sails right over the top of GASGANO and speeds away.
Four TUSKEN RAIDERS perched above the race course fire their rifles at the Pods racing in the canyon below them. One shot ricochets off the back of Anakin's Pod.

FODE/BEED : -
B : Looks like a few Tusken Riaders have campe out on the canyon dune turn.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

JABBA THE HUTT and the crowd watch the progress of the race on small, hand-held view screens. JAR JAR is looking over the shoulder of a strange alien named FANTA.

JAR JAR : Where's Skywalker?

FANTA moves the view screen out of Jar Jar's view. PADME, SHMI, and QUI-GON watch another screen and look worried.
ARTOO, down in the pits with KITSTER, lets out a worried sigh. The driver of the quadra-Pod looks worried.

EXT. MOS ESPA - RACETRACK - DAY (FX)

ANAKIN is powering around corners and over hills and cliffs, passing other racers right and left. SEBULBA is in the lead. He is being challenged by another racer, XELBREE.
SEBULBA slows a little, and as XELBREE pulls alongside, he opens a side vent on the racer's engine and the exhaust starts to cut through the alien's engine.
The blast cuts along the engine until finally it EXPLODES. SEBULBA deftly veers away.
ANAKIN works his way through a dense mass of racers as they zoom over a dune sea, kicking up dust. His Pod shakes violently as he goes over a jump. One of the Podracers, ODY, catches one of his engines in the sand, and the whole thing EXPLODES.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

QUI-GON sits quietly, meditating. PADME and SHMI search the landscape for any sign of the racers. JAR JAR is still annoying FANTA for information. The crowd SCREAMS. WATTO is laughing with his friends, confident in Anakin's defeat.
The quadra-Pod engines start just as the racers come around the corner. The DRIVER, BEN QUADINAROS, puts it in gear, and the four engines go off in all directions, EXPLODING in a spectacular display. The Pod drops to the ground as SEBULBA enters the arena, closely followed by all the OTHER RACERS. KITSTER strains to see as ARTOO beeps excitedly. The announcer continues.

FODE/BEED : - (O.S)
B ; There goes Quadinaros' power couplings.
A : Sebulba! Ka pa me cheespa wata! (Here comes Sebulba in record time.)

QUI-GON, PADME, SHMI, and JAR JAR yell for joy as ANAKIN passes. JAR JAR is very nervous and pounds on the back of his alien neighbor, FANTA.

JAR JAR : What gooie-on?
FANTA : Bug off.

Lap two. SEBULBA and the pack race past the main arena. The crowd stands and YELLS as the Podracers scream off into the distance. QUI-GON and PADME look worried.

JAR JAR : He musta crash-ud.
PADME : Here he comes!

EXT. MOS ESPA - ARENA - PIT AREA - DAY (FX)

ARTOO lets out an excited whistle, as KITSTER yells.

THREEPIO : He has to complete two more circuits? Oh dear!

EXT. MOS ESPA - RACETRACK - DAY (FX)

Sure enough, coming around the bend is ANAKIN, quickly gaining on the pack. The two-headed announcer describes the action. The crowd goes wild.

FODE/BEED : - (O.S.)
B : It looks like Skywalker is moving up through the field. He's in...
A : Steeth pa nagoola! (Sixth place, not bad.)

ANAKIN continues to gain on the pack. Tension for SHMI and PADME is unbearable.
ODY stops in the pits. Droids work on his engines. DUM-4 stands in front of the engine and is sucked in, causing the engine to die. DUM-4 is spit out the back of the engine, very bent up. The engine lets out one final wheeze, then EXPLODES in a puff of smoke.

FODE/BEED : - (O.S.)
A : Ody Mandrell! Coona wa wunda dunko! (Ody Mandrell into the pits for some attention.)
ODY : Droids!

TERTER is getting close to SEBULBA, who purposely breaks a small part off his Pod, sending it into Terter's engine, causing him to veer into ANAKIN, and unhooks one of the main straps on Anakin's engines that links the Pod to his engines.
ANAKIN struggles to keep control of the little Pod. It whips about wildly. As the Pod swings near the broken engine strap, ANAKIN grabs for it. Finally, he catches the strap and manages to unhook it to the Pod.
SEBULBA cuts the engine of OBITOKI with his side exhaust, and the racer crashes with a cloud of dust. A THIRD RACER, HABBA, flie into the cloud of dust and crashes into OBITOKI. ANAKIN rounds a corner and heads into the cloud of smoke. He hits a part of one of the engines but regains control.

FODE/BEED : - (O.S.)
B :At the start of the third and final lap, Sebulba is in the lead, closely followed by Skywalker...

ANAKIN finally catches up with SEBULBA, and runs neck and neck over the rough terrain. JAR JAR, QUI-GON, SHMI, and PADME all SCREAM s ANAKIN comes through the arena. The lights in the tower indicate that this is the third and last lap. WATTO begins to worry.
SEBULBA uses his side exhaust port to try to cut through Anakin's engines. ANAKIN manages to avoid having his engine disabled but is forced off course.

FODE/BEED : - (O.S.)
B : Skywalker is forced onto the service ramp!
A : Oh noah!

On a tight corner, ANAKIN dives to the inside and takes the lead.

FODE BEED : - (O.S.)
B : Amazing... a controlled thrust and he's back on course! What a move!

SEBULBA is furious. He stay's right on Anakin's tail, crowding him and pushing him through the turns.
SEBULBA pushes ANAKIN harder, and the young boy has a difficult time keeping control. One of the parts on Anakin's engines begins to shake loose. ANAKIN sees it and switches over to an auxiliary system. While he is trying to accomplish this maneuver, SEBULBA races past him.
ANAKIN tries to get around SEBULBA, to no avail. Every move ANAKIN makes, SEBULBA is able to block.
Finally, ANAKIN fakes a move into the inside as he usually does, then tries to go around SEBULBA on the outside. They race sid by side down the final stretch of the track.

FODE/BEED : - (O.S.)
B : He's catching Sebulba.
A : Inkabunga. (Incredible!)

SEBULBA veers toward ANAKIN and bangs into his Pod. He crashes into ANAKIN over and over. The young boy struggles to maintain control as the steering rods on the two Pods become hooked together. SEBULBA laughs at ANAKIN.

FODE/BEED : - (O.S.)
B : That little human being is out of his mind.
A : Punda tah punda! (They're neck and neck!)
B : They're side by side!
A : Bongo du bongu! (Shoulder to shoulder!)

As they head for the final stretch, ANAKIN fights to unlock the steering rods by trying to pull away from SEBULBA. The strain on the steering rod is tremendous. Suddenly, ANAKIN's steering arm breaks, and his Pos starts spinning.
The release of tension sends SEBULBA into an ancient statue. One engine EXPLODES, then the other. SEBULBA skids through the fire-balls, blackened, but unhurt. He slides to a smoking stop, gets out of his racer, and throws what's left of a shifter arm on the ground. Suddenly he realizes his pants are on fire, and he struggles to put them out. ANAKIN flies through the EXPLOSION as the crowd stands, CHERRING. PADME and JAR JAR jump up and down with excitment, PADME screaming for joy. ARTOO and KITSTER whistle hysterically. QUI-GON and SHMI smile. ANAKIN races over the finish line, the winner.

INT. MOS ESPA - ARENA ANNOUNCERS BOX - DAY (FX)

The two-headed announcer excitedly calls the finish.

FODE/BEED : -
B : It's Skywalker! The crowd are going nuts! Oh Ah Oh Ah (rock head in tandem with partner)

EXT. MOS ESPA - ARENA - DAY

As ANAKIN stops the Podracer, KISTER turns up, and they embrace. Hundreds of SPECTATORS join them and put ANAKIN on their shoulders, marching off, CHEERING AND CHANTING. Darth Maul's PROBE DROIDS move through the crowd.

INT. MOS ESPA - ARENA - PRIVATE BOX - DAY

Several ALIENS leave Watto's box, laughing and counting their money. WATTO sees QUI-GON standing in the doorway.

WATTO : You! You swindled me! You knew the boy was going to win! Somehow you knew it! I lost everything.

WATTO flies up to QUI-GON and puts his face right up against QUI-GON's. QUI-GON simply smiles.

QUI-GON : Whenever you gamble, my freind, eventually you'll lose. Bring the parts to the main hanger. I'll come by your shop later so you can release the boy.
WATTO : You can't have him! It wasn't a fair bet!
QUI-GON : Would you like to discuss it with the Hutts...I'm sure they can settle this.
WATTO : No, no! I want no more of your tricks! Take him!

The SITH PROBE DROID watches with great interest.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

The Main Hanger is almost deserted as RACERS depart.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

JAR JAR gives ANAKIN a great hug, then PADME gives him a hug, then SHMI.

ANAKIN : Ah, gee...enough of this...
SHMI : It's so wonderful, Annie. You have brought hope to those who have none. I'm so very proud of you...
PADME : We owe you everything.
ANAKIN : Just feeling this good was worth it.

In the background, QUI-GON has harnessed the EOPIES to containers full of parts.

QUI-GON : Padme. Jar Jar, let's go, we've got to get these parts back to the ship.

The GROUP walks over to QUI-GON and the EOPIES.
PADME climbs on behind QUI-GON. JAR JAR swings up onto the second EOPIE, only to slwly slide off the other side. ARTOO whistles. ANAKIN and SHMI wave as they ride off.

QUI-GON : (Cont'd) I'll return the eopies by midday.