The production office was set up at the Palm Beach Hotel in Tozeur, Tunisia, at the edge of the Sahara Desert. However, the sets representing the streets of Mos Espa, the podrace arena, and Anakin's slave quarters on Tatooine were re-created north of the city, in the middle of the desert. The sets were made of a wooden frame, covered in wire mesh and sculpted foam. "We built Mos Espa with local labor and material to get the feel of North African architecture," Bocquet recalled.

True to the overall production mandate to save money by building only what was needed, the Mos Espa sets were built up to the heights of the actors or a bit higher.

"None of those sets had tops," Rick McCallum said. "We knew what we needed. But if George decided, at the Last minute, that he wanted to tilt up more, we'd just slap up bluescreen so ILM could fill in the sets digitally. We had twelve hundred and fifty yards of bluescreen that we owned, so we could use it whenever and however we wanted. We had portable bluescreens, miniature bluescreens - they were with us wherever we went, and they could go up in literally minutes. They gave us a Lot of freedom, and we saved an absolute fortune in set construction."

The heat in the Sahara Desert in Late July would prove to be the most challenging aspect of the Tunisia shoot. Daily call sheets warned, "Please take care in the sun. Drink plenty of water and rehydrate. Wear a hat, stay in the shade." It was a warning not to be taken lightly in a locale where summer temperatures could easily top 130 degrees.

The heat was particularly problematic for Nick Dudman and his makeup effects crew, as well as for those unfortunate souls wearing the rubbery masks and suits created for the aliens walking the streets of Mos Espa. Foam Latex heads were equipped with their own cooling devices and sand filters; but even so, time spent in the masks and heads had to be kept to a minimum. "The trick was to have the extras rehearse their scenes without their heads on," Nick Dudman observed.

"When we were ready to shoot the scene, we'd put the heads on and keep the extras under an umbrella, with plenty of water available, until the cameras started rolling. If an extra started to feel very uncomfortable, we'd just stop shooting." At the end of each day, the foam Latex heads were fumigated and sprayed with disinfectant, then numbered so that they would be assigned to the same performers the following morning.

Special "cool suits" were also rented for the shoot. Cold water was continually pumped through tubes mounted inside the vests, which kept body temperatures down and allowed actors such as Ahmed Best to wear heavy costumes in the hot weather for a longer period of time. Air-conditioned vehicles were also used for storing film stock. "I was afraid the whole time there that the film would warp," David Tattersall said. "We had a routine where we would take the film out of the air-conditioning and put it immediately in the shade for a short period of time before we actually needed it."

Even with special equipment and air-conditioning at their disposal, however, the cast and crew found the Tunisia shoot to be trying. "Working in the desert was very difficult," Lucas admitted. "The heat was draining. I tried to be conscious of how everyone was holding up - especially Jake. He would never tell me if he was having a problem. So I'd check with his mother; and there were a few times when he really needed a rest. But as difficult as it was, Tunisia was the place that brought back the most memories for me. "It looks like Tatooine - it must be Star Wars!"

Professionalism and dedication ultimately pulled everyone through the gruelling experience. "The worst part of making this film was the heat in Tunisia," Liam Neeson conceded. "But we'd all look at George, in his blue jeans, totally unfazed by it all, and we thought, 'If our governor is not complaining, we certainly shouldn't:"

Ahmed Best's antics both in front of the camera and behind the scenes also helped to distract the cast and crew. "He kept us laughing," Natalie Portman recalled. "Even though he was the one who was the most uncomfortable - since he had to wear this full rubber suit - he never complained. He just kept making jokes."

Even more devastating than the heat - at least temporarily - was a storm that threatened the entire production. At dinner one evening, Lucas spotted dark, ominous clouds off in the distance. "It didn't look good to me," Lucas recalled. "I had been through the same experience on the first Star Wars - it was as if the storm had hidden away for twenty years, just waiting to come back! When we started to hear thunder, I asked Rick McCallum, 'What are we going to do tomorrow?' And he said, ‘Don't worry - we'll shoot.’ But he was being optimistic."

That optimism proved unfounded when, at midnight, a storm hit the area with tremendous force. "It was like a hurricane and a tornado combined," McCallum recalled. At risk were equipment and all the Mos Espa exterior sets that had been erected in the desert during the past twelve weeks.

Determined to see how the sets were faring, McCallum and production supervisor David Brown jumped into a four-wheel-drive vehicle and got as far as the edge of the desert.

"It was terrifying. Wind was hitting my car so hard, I thought we were going to be turned over. So we went back to the hotel and just waited. When the storm Let up a bit, I went back out to the sets - or what was left of them." By three o'clock that morning, George Lucas got the call he'd been dreading. Not only were the sets gone, the crew could not get back into the Location.

Hours Later, when the crew could return to inspect the damage, they were devastated by its extent. Mos Espa looked as if it had been hit by a tornado. Costumes, wigs, tents, Podracers, even buildings were scattered, turned over, destroyed. Only one set was still standing - the Landing ramp of the Queen's ship, the only part of the ship to be erected in the desert - and the shooting schedule was quickly rearranged to accommodate filming of that set's scenes. "That ramp for the ship was the one thing that saved us," McCallum said, "because it was the only thing that hadn't been destroyed in the storm. If we hadn't had that, we'd have been in real trouble. But because that stood, we were able to shoot there while the other sets were being reconstructed."

As Lucas continued to shoot on the ship's platform, McCallum and David Brown organized the crew to rebuild the damaged sets at a frenetic pace. Fourteen hundred costumes had to be dug out of the sand and cleaned. New equipment had to be brought in to replace what had been destroyed, lost, or irrevocably damaged. Every department pitched in, and even the Tunisian army arrived to rebuild the streets of Mos Espa.

"We managed to rebuild," McCallum said, "without losing a day of shooting. We would literally finish painting a set, and immediately bring in the actors to start filming. In fact, in a couple of scenes, Natalie walked in and suddenly realized that her shoes were stuck to the paint?

Extract from Bouzerau, Laurent & Duncan, Jody The Making of The Phantom Menace. London, England: Random House, 1999