It's the next morning. Lina and Miaka stop Hotohori as he goes inside the junk shop.

Miaka: Oh, please, please, Hotohori-sama! Please don't let Yahiko- kun get hurt!
Hotohori: If you weren't the chatel of royalty I'd cut your head off for grabbing my sleeves. As it is, I'll let you live. *to Lina* And what may I do for you?
Lina: *bows* The Fuzz caught me shoplifting. I'll catch up to you later.

She takes off running. A moment later an armed posse rushes past. Hotohori shakes his head and goes inside, while Miaka keeps mooning around the front door. Inside the junk shop, Yahiko and Battou are having a discussion.

Battou: Ting tang walla walla bing bang!
Yahiko: Do wah diddy diddy dum diddy do!
Battou: A-hum shoo be doo wap!
Yahiko: Down doo-be doo down down, comma comma...
Hotohori: What's all this, then?
Battou: Wonder Boy here tells me you wanta sponser him insa race. You can't afford parts. How can you do this? Not on yen, I think.
Hotohori: My ship will be the entry fee.

He holds out a small model of the ship.

Battou: What kind of a ship is that?
Hotohori: It's just a model, fair tradesman.
Battou: Oh. Oh, right, I knew that. But what would the boy ride? He smashed up my Pod in the last race. It will take some time to fix it.
Hotohori: I have...acquired a Pod in a game of chance. "The fastest ever built."
Battou: So, you supply the Pod and the entry fee; I supply the boy. We split the winnings fifty-fifty, I think.
Hotohori: If it's going to be fifty-fifty, I suggest you front the cash for the entry. If we win, you keep all the winnings, minus the cost of the parts I need...If we lose, you keep my ship.

Battou looks doubtfully at the model.

Hotohori: The little one AND the big one.
Battou: Deal!
Hotohori and Battou: *under their breaths* Sucker.

Later that morning, after Lina's surprise and sudden return, they all go out to look at the pod. It really is an improvisational affair, all wires and turbines and who only knows what. But the thing seems to work, and work well, in Hotohori's uninformed opinion. He is sincerely impressed.

Hotohori: You should be proud of your son. He admires handsome fellows like me, and helps us out.
Kaoru: He knows nothing of greed, or vanity. He has...
Hotohori: He has special powers.
Kaoru: Yeah. You know, cutting me off is really...
Hotohori: He can see things before they happen. That's why he appears to have such quick reflexes. It is a Jedi trait. I remember...
Yahiko: *casually* You don't have to listen to him, Mom. He's just talking to hear the sound of his own voice.

Hotohori falls silent.

Kaoru: He deserves better than a slave's life.
Hotohori: How motherly.
Kaoru: Sorry, I didn't catch that?
Hotohori: Nothing. Who was his father?
Kaoru: There was no father, that I know of...I carried him, I gave him birth...I can't explain what happened.
Hotohori: Had he been born in the Republic, we would have
identified him early, and he would have become Jedi, no doubt...he has the way. But it's too late for him now, he's too old.

While Kaoru ponders this, Hotohori goes to look over Yahiko's shoulder. Lina sidles up to Kaoru.

Lina: You're not fooling anyone, sister. What's the real story with Yahiko-kun?
Kaoru: I didn't want that bishounen jerk to know...I went on a road trip with some of my girlfriends and got left behind at a bar with a really cute bartender. I woke up next morning wearing nothing but a strategically-placed cocktail napkin.
Lina: He got you drunk and then had his way with you? That's awful!
Kaoru: Yes. I was very hurt after it happened, but watching Yahiko- kun grow up has made up for all that pain. And it's sad to say, but he reminds me of his father, sometimes.
Hotohori: Are you sure you should hold those wires so closely together?
Yahiko: Oro?
Wires: KABAMF!!!
Yahiko: Augh! My cheek!

Kaoru gets to run in and dote over her boy, and Yahiko gets to be embarassed by her, and Miaka gets to find it all so wonderfully adorable, and Lina snuggles up to Hotohori, and Hotohori wonders why the sentence is composed of so many independent clauses held together by conjunctions, and R2-PuuPuu gets to hop up and down and wave his tiny limbs around, and C- Thru-PO's clothes go flying off her body, and the neighbors all gawk, and then some of Yahiko's friends show up.

Hotohori: I thought that sentence would never end!
Yahiko: Hi, gang! Miaka and everybody else, these are Sakura, Sasami and Hayama-kun.
Sasami: Golly! I'm cute!
Sakura: C'mon, Yahiko-kun! Want to go play with cards?
Yahiko: No, I'm gonna finish working on my pod racer! I'm entered in the Boomer Race tomorrow.
Sakura: Ha, ha! Yahiko no baka!
Sasami: That hunk of junk will never work!
Hayama: Shut up.

He grabs Kero-chan's leash and cinches it all the way up, strangling the thing. Then he whirls the leash around and around his head, building up some serious centripetal force before flinging Kero-chan off to the horizon. The girls are aghast.

Sasami: Hayama-kun...you're mean!
Hayama: And you.

He grabs Ryo-ohki by the ears and yanks them out to arm's length, pulling the cabbit's body up to her chin in doing so; then he snaps her like a broken rubber band to parts unknown. Sasami and Sakura walk off arm in arm, crying. Hayama follows at a leisurely pace.

Hayama: Later.
Lina: Wow. Tough neighborhood.
Yahiko: Don't you know it. I've had hell trying to keep people from taking the solid gold cover plate to the engine source.
Lina: Oh, have you?

She reaches out for the plate in question and grabs it as Yahiko says,

Yahiko: But the fact that it isn't grounded keeps people away.
Lina: Blaaaaaaaaaaah!

That evening, Kaoru is getting to be really motherly and tend Yahiko's and Lina's injuries. While she's distracted with Lina, Hotohori grabs Yahiko's bloody bandage and slips out front to make a transmission.

Hotohori: Shepherd to Lost Sheep, Shepherd to Lost Sheep, you got your ears on, good buddy?
Chiriko: Hello, you have reached Chichiri's answering service. Please hold. *flute music*
Chichiri: Da! Gimmie that. 10-4, no da.
Hotohori: Take a look at this blood sample I'm sending you. I need a supaadifuomu count. Over.
Chichiri: Da! Holy kermolie, no da! Over 20,000, no da! Not even Master Cherry has that kind of superdeformity, na no da!
Hotohori: No Jedi has.
Chichiri: So he's not actually a Jedi, no da?
Hotohori: Ponder it, Lost Sheep. Over and out.

He looks up into the night sky to see someone doing some sky-writing: "I DON'T CARE HOW FEW LINES I HAVE, JEDI, I'M COMING TO KICK YOUR ASS! YOURS, SINCERELY, DARTH JINNAI, ESQ., SOON TO BE VICE- FURHER OF EVERYTHING, PS--GO EVIL!"

Hotohori: Lost Sheep, one last thing. Keep on your toes.
Chichiri: Da!

The next morning down at the pod hangar preparations are underway. There are a half-dozen different pod teams each busily underway. Team Speed Racer is scrambling around frantically because something something is mysteriously wrong with the Mach 5 AGAIN and won't get solved until moments before race time. Team Rei Ayanami is standing around while their sponsor Ritsuko the Hutt performs a synch test on the pilot. Team Ryoga Hibiki is too busy getting engaged to one another, breaking up with one another and hitting one another with hammers to be doing any work, except for the purchases manager, sort of:

Asuza Shiratori: Good Morning, Thruster. Good Morning, Turbine Fan. Good Morning, Fuel Pump.

Team Key the Metal Idol is close to completing their final preps, but they need to stop every 5 minutes or so to sing songs or kill off one of the team and dump them in the gel tank. Team Vampire Hunter D is just about done. The only remaining issue to be settled is whether they need the whole pilot or should just go with his hand to reduce weight.

At the far end of the row is Team Yahiko Skywalker. Miaka, Hayama-kun and Yahiko are finishing their work on the racer while Kaoru practices her kendo. R2-PuuPuu has been plugged into the back end of the pod. Battou, Lina and Hotohori watch.

Battou: I warn you, no funny business.
Hotohori: You don't think Yahiko will win?
Battou: I have great faith in the boy, but Speed Racer there is going to win, I think.
Hotohori: Why?
Battou: Because he's the star of a children's show and has to win. I'm betting heavily on Speed Racer.
Hotohori: I'll take that bet.
Battou: What do you mean?
Hotohori: I'll wager my new racing pod against the boy and that...er, mother, of his.
Battou: One slave, or nothing.
Hotohori: The boy, then...
Battou: We'll let fate decide.

He yanks Green Peace off his back and holds her up to Hotohori.

Battou: Heads, the boy. Tails, his mother.

He throws her up against the ceiling of the pod hangar. She is plastered there for a moment, then peels off into a headlong dive. Hotohori's eyes enlarge, and there is a freeze frame on his face. At the same time, there is a jarring crash of chords in the background. Green Peace lands with her face up. Hotohori is delighted.

Battou: You won the toss, but you won't win the race, so...it makes little difference.
Hotohori: You're just pissed.
Battou: Well, maybe I am!
R2-PuuPuu: Puu puu puu puu!
C-Thru-PO: Space ships! Ha! You don't know what you're talking about! A space suit is second to nothing!

A few hours later, as the day is just beginning to heat up, the race gets underway. Kenshueene Memorial Raceway is a huge arena with a wide raceway running down the center of it. Hundreds of thousands of anime characters of different shapes, sorts and sizes, each one requiring specialized rest rooms, are stuck outside still waiting to get in through the turnstyles. Inside, the peanut vendors are walking around making decent business and commemorative programs are being squirreled away. Up in the announcers box the announcers are delivering their usual spiel.

Priss '33: Konya wa taifuun, mo ichido taifuun...anata ni taifuun, tsutaetai no rabuin yuu.
Priss '40: That's right. We've got a huge turnout today, folks, a lot of people suckered in by the lure of advertising and ill-gained lucre. Let's watch the co-perpetrators of this facade as they come out to get skin cancer.

The pods trundle out, each surrounded by their associated crew members.

Priss '33: Are wa Ayanami Rei ya Kii zha Metaru Idoru ya Hibiki Ryoga...
Priss '40: ...perennial favorite--so to speak--Speed Racer, Vampire Hunter D and late entery Yahiko Skywalker.
Priss '33: Kono konjo nashi!
Priss '40: Yeah, but he IS a kid.
Priss '33: Are mite! Kochira wa Misato Zha Hutto da!
Priss '40: Well, if it isn't the sack of slime that's running the events today. Genuflect, everybody.

The racers all bow and show deference towards a canopied box up in the stands where Misato the Hutt is just staggering to her feet, trying to figure out what's going on. She's dressed in a baby doll T-shirt and cutoff shorts. And, most likely, nothing else.

Misato: What the hell time is it? And how did I get here?
Priss '40: *loudspeakers* And now it's time to begin your final checks. We don't want you to die, after all, even if you are all utterly corrupted slime dragging the working, thinking inhabitant of this place down by his or her throat...

We pan down to the track to see the final preparations being made; across the other racers, arriving on Team Yahiko Skywalker. Lina is running all over the pod checking things off of a checklist. Yahiko kisses his mother goodbye, and she kisses him back. Yahiko kisses Miaka goodbye, and she sticks her tongue in his ear. Lina finishes her checklist and jumps off the pod, pulling C- Thru-PO with her from her cheesecake pose on the front bumper. Hotohori comes up and gives Yahiko a couple of last words as the boy gets the pod warmed up.

Hotohori: Pose. Think handsome. Really, sincerely believe you're well hung. May the Force be with you.
Yahiko: Yeah, whatever, you stuck-up old fart!
Speed Racer: Heya, moron! Hope you washed your ass last night, 'cause I don't want any shit on my Docs when I kick your butthole straight out your mouth!
Yahiko: The Yahiko doesn't clean his ass, I had your mama do it for me!
D: ....

Speed Racer casually lifts a frozen chicken up out of a cooler at his feet and lobs it in the general direction of Yahiko's pod's engine. It lands on the rim of the air intake valve. Realizing that they'll be underway before he can get out and do anything, Yahiko stares at it...

...then he suddenly transforms into the MegaPlayboy, and the chicken goes flying out of the engine of its own accord. D makes eye contact with MegaYahiko

D: Hey, you handsome hunk of meat, where've you been all my life?
MegaYahiko: Sorry. I'm flattered, but hetero.
D: DAMN! Well, at least let me get your number after the race.
Priss '33: *loudspeakers* Enjin o sutaato!

The racers rev their engines. Electricity crackles up and down the pods' bodies. There is a great whirring and whooshing. Up in the stands, Misato the Hutt is scratching her butt as she finishes up a beer. She gives a war whoop, crushes the empty can against her forehead and then throws it at a gong, signaling the start of the race.

Priss '40: *loudspeakers* And they're off! Well, they're sort of off! Speed Racer is certainly off, and that Skywalker kid, and D and Key the Metal Idol are off and racing, but REI AYANAMI IS STAYING PUT! She is standing up to the pressures of this patriarchal farce, and she WILL NOT BUDGE! The Man will not make Rei Ayanami move an inch! And...Ryoga Hibiki seems to be just wandering from side to side along the starting line...

Zoom in on Rei. Rei is thinking very, very deeply.

Rei: Blue. Blue sky overhead. The swallowing cobalt-lapis infinity. Yellow. The sands. Uncountable grains, undulant towards the horizon. Planet. World below my feet. A world of...
Ritsuko the Hutt: *running out onto the track* What, are you thinking again? Die, you little bitch!

She grabs Rei out of the cockpit and breaks her neck in one motion, then dumps the corpse by the side of the pod racer. Makoto, Shigeru and Maya are all running out with additional Reis under their arms. Ritsuko lifts one up by the hair and slaps her face. There is no reaction. Ritsuko goes through the other five quickly and efficiently, but none is reacting.

Ritsuko: Don't we have ANY MORE SPARES?
Maya: Sorry, sempai. This is all we had in the LCL tank.
Makoto: Uh, we could try jump starting this one.
Ritsuko: No. Forget it, we might as well forfeit.
Priss '40: *loudspeakers* What an exciting turn of events! First, Rei Ayanami is killed in cold blood! And now, Ryoga Hibiki has thrown off the shackles of conformity altogether, and is DRIVING HIS POD RACER UP INTO THE STANDS!
Priss '33: *loudspeakers* Sugoi! [Inkabunga!]

Ryoga is in the middle of a panic attack, which isn't being helped by the fact that everyone's shouting at him and pointing...even though it's in more or less the same direction.

Ryoga: I'm...not quite...following...what you're saying...
Ranma: GO BACK THE OTHER WAY!
Akane: GO THAT WAY, BAKA! YOU'RE GOING THE WRONG WAY!
Ukyo: THIS IS NOT THE WAY YOU SHOULD BE GOING! YOU SHOULD TURN THIS THING AROUND AND GO THAT WAY!
Shampoo: YOU APPROXIMATELY 90 DEGREES COUNTERCLOCKWISE FROM CORRECT RADIAL VECTOR! HI-YAH!
Ryoga: Wait! You're telling me I need to go THAT way...

By an unfortunate and statistically unlikely coincidence, Ryoga happens to point in the exact direction of the top loose button on Akane's blouse. Her shirt opens a couple inches more to show a little bit of her brassire. Happosai materializes out of nowhere, glomping onto Akane's front. Off-balance already, Akane tips forward and plants her face in Ryoga's lap. Ryoga's ensuing nosebleed shorts something delicate in the control panel of the pod racer, sending it...

Priss '40: ...directly into that huge promotional pitcher of Evian that's been dominating the skyline all day! Ryoga Hibiki, ladies and gentlemen! A hero of the people! Standing up to rampant commercialization and the marketing of...

And, at the same time, there's some kind of a pod race or something going on. In front is Speed Racer, followed closely by Vampire Hunter D. Key and Yahiko are neck and neck.

Key: *to Yahiko* Key needs 30,000 laps to become a human. Will you help Key through one of those laps?
Yahiko: That has got to be the stupidest marketing ploy I've ever heard!
Stray Bullet: Whiz.
Priss '33: *loudspeaker* Otto! Abunai, minna! Yappari are sunaoka ni futatsu Gansumisu Kattsu da! [Uh oh, folks! Looks like there's a couple of Gunsmith Cats on that sand dune over there!]

Up on the sand dunes, Rally Vincent and Minnie-May Hopkins are dressed in revealing robes and waving guns and detonators madly.

Rally: Gronk! Groink-onk!
Minnie-May: Ooornk!

She sets off a charge and blows up the top two rows of the stands. They're reduced to rubble and the people in them are torn to shreds or fall to their deaths. Up in the booth...

Priss '40: ...taking a stand for the RIGHTS of INDIGENOUS PEOPLES EVERYWHERE! Honestly, folks, if I had some fucking dynamite right now, I'd be out there, blowing up the damned stands too!
Priss '33: HAI! HAI!
Ranma-chan: Shut up! BOTH OF YOU!

She tosses a bucket of water over both Prisses. It returns them to reality.

Priss '33: Domo.
Priss '40: And now, let's look at the leader board. With only four racers left in the course, it's Speed Racer neck and neck with D, Skywalker following along in position number 3, and Key...seems to have pulled over to the side of the course, and is singing a song called "Love is Big and Spooky".
Key: *loudspeakers* "Your love is like burlap in a cave near Shinjuku...your love is colored yellow, and doesn't go with the rug...when our lips meet, I think of seaweed..."

Down in the viewing area for Team Skywalker, tension and excitement crackle in the air like C-ko in the hands of D-ko. Everyone has plugged viewing screens into C-Thru-PO, but only Kaoru is watching with rapt attention. R2-PuuPuu is hopping up and down and saying "Puu puu!" as usual. Hotohori has a screen in his lap, but is pretending not to look at it because he would never do such a plebian thing as watch a Podrace. Hayama is copping a feel off of C-Thru-PO. Lina and Miaka are standing right on the edge of the viewing area and shaking their groove things to the tinny '80's metal that's being piped down to where they're sitting.

Lina and Miaka: GO YAHIKO! GO YAHIKO! GO YAHIKO!
Kaoru: *sniffling* My baby...

Across the raceway, things are heating up. Speed Racer, in an sportsmanlike move, takes out an AK-47 and blows D's head off.

D's hand: Ha ha ha, moron! Thought of that one already! *gives Speed the finger*

Unconcerned, Speed shoots the hand off at the wrist. The concept of "counting bullets" is a foreign one to most sentient hands, but this one is learning quick. Languishing in the dust, it feels the vibrations as its pod crashes and burns. It now knows humiliation, and anger.

D's hand: Damn you, Speed Racer! But as I live and breathe, there will be other chances! I can be strong! I can fight...
Key: Key needs 30,000 hands to become a human being. Will you be one of Key's hands?
D's hand: Crud. This may take a while.

The hand leaps at Key's throat and starts strangling her.

Key: Key is well-constructed. Key has a trachea made of realistic cartilage, and...gack! *dies*
D's hand: That'll learn ya! Now, all I have to do is get to her pod, put in the clutch and start the ignition...uh, this may be kind of difficult, actually...

With three-quarters of a lap done, Speed Racer is still in position #1. Yahiko is coming up closely on his tail. Everyone else is dead, disembodied, or running around the stands squealing. It's been an eventful, though kind of anticlimactic, day at the races.

Priss '33: Nani kangaenten no ka? [What do you think, Priss?]
Priss '40: Well, I hope that all the money-grubbing stockbrokers who are here today will be so disappointed they'll sell everything on Monday, causing a financial collapse that will inspire the workers to overthrow the bourgoisie. What about you?
Priss '33: Ditto. [Me, too.]
Priss '40: And that's the end of the first lap, ladies and gentlemen! Coming around the lap turn is Speed Racer, and....what's this? He's faceplanted! Ladies and gentlemen, Speed Racer has sucked a partially thawed chicken into the air intake on his pod! And he's crashed and burned! So Yahiko Skywalker comes from behind to win by default!

The crowd goes wild, because this time a horrible accident takes place right where they can see it. Pieces of the Mach 5 are spread out all over the raceway. Thrown from the wreckage, Speed lands in Trixie's arms and manages to say "I love you" before he blacks out. Trixie cries. Racer X just shakes his head sadly. Speed says "Poo-doo" and then blacks out again.

Meanwhile, NoLongerMegaYahiko crosses the starting line and lands the pod. He's ecstatic, and waves big to the cheering people in the stands. The crew rushes out to greet him. Kaoru scoops him up in her arms and plants a big kiss on his cheek. Miaka does something very similar, we'll leave it at that and continue on to Hayama, who gives Yahiko a handshake and a friendly pat on the shoulder. Lina insists on kissing Yahiko too. Hotohori almost looks perky. R2-PuuPuu jumps up and down and says "Puu puu!" to an unimpressed cat that's wandered down onto the track from the earlier accident in the stands. C- Thru-PO is too busy dealing with the sports reporters.

C-Thru-PO: Sometimes I'm an attention-hungry exhibitionist...sometimes I'm the public relations guru....sometimes I'm the interface...but the truth is... TRANSFER PROTOCOL!...I am Lovely Protocol Droid C-Thru-PO!
Lisa Vanette: What's that tattoo?

Up in the canopied box in the stands, nobody can be seen. Over on one side, there are two heads...

Misato: Oh, baby, oh, baby, oh, baby, oh, baby...
Panda Genma: *keeps holding up signs that say "Oh, baby"*

On to Part 4!