Unlike the movie, which featured one race on Tatooine, the game branches out and includes 21 tracks on 8 different worlds.  You also race against 21 different opponents, including characters from the movie like Sebulba and Gasgano. 

The game has several modes of play.   In the single player mode, there's a tournament round which allows you to compete with the other podracers of the galaxy.  You must place in one of the first four positions to move on to the next race.  A freeplay option allows you to race on any unlocked track.  Time Attack allows you to race for the best time when you're all alone on a given track.  The two player mode allows you to race against a friend on a horizontal split screen.

After each race in the tournament round, you can take your winnings -- if you have any, that is -- and use them to upgrade your podracer.  You can make purchases which will increase your racer's top speed, turning ability, acceleration and repair speed.  Making these purchases is crucial to getting anywhere later in the game, a subject I'll touch on in a moment.

Controlling your racer is quite simple, although describing how to do it is less so.  The N64's analog stick is moved left to right, obviously, to move in the respective direction.   The A button controls acceleration and the B button is an air-brake.  The Z-trigger enables you to perform power slides to round those sharp corners.  Pushing forward on the analog stick allows you to perform an afterburner-type power boost.   Simply wait for the light on the lower right side of the screen to turn yellow and then tap the A button for a boost of power that will rocket you past any nearby opponents.   Pulling back on the stick and moving left or right will enable you to turn your racer sideways to round corners without having to sacrifice much speed.

The graphics in the game are very good, even without an Expansion Pak.  They approach, if not reach, levels of PC 3D-acceleration in most areas.  However, there is still quite a bit of pop-up and draw in.  This wouldn't be much of an issue, except that when a game moves at the speed that this game does, you have to be able to see what's coming at you from as far away as possible.  Since Racer requires you to thread some needles in terms of navigating through oncoming obstacles, it would have been nice to see a little less draw-in and pop-up.  However, this problem becomes less of an issue as you begin to memorize the courses and learn where to be careful.  Still, the graphics provide the appropriate feeling of moving at an extremely high rate of speed which is essential to "getting into" a game of this nature.

The atmosphere of the game is further enhanced by the excellent sound.  Excellent stereo separation is apparent as racers pass you, insulting you in a variety of alien languages.  The music, however, is strangely absent through most of the game.  During a race, the final lap triggers a subdued musical underscore.  For the most part, the game is accompanied by the sounds of engines, the wind, explosions and the comments of the various racers, including your own. 

My main problem with the one-player game is the fact that it begins quite easily.  In fact, with little or no effort, I won the first three races in the game's tournament round.  The game begins to get a bit harder in the next race or two.  By the sixth race, the game makes placing near the first four places nearly impossible without some hefty upgrades to your racer and a bit of luck.  I don't have any problem with the game getting more difficult as you get further into it, I just wish it would have a less-steep level of difficulty.  Going from easy to impossible in a few more steps would have been appreciated.

Still, Star Wars: Episode I Racer is a fine racing game with a lot going for it.  It's got great graphics, great control and a lot of fun packed into it.  I'm not much of a racing fan, but Racer had me hooked in a way that no ordinary car-racing game has been able to do on any system.   Is it the best racer on the already glutted field of racers on the Nintendo 64?   I can't say for sure.  In my opinion, it's the best of the futuristic racers (ala F-Zero X and Wipeout 64), but your mileage may vary.