While watching "Seabiscuit," the thing that grabs you right away are the racing sequences. They are so real that you feel like you're one of the jockeys in the race.

The first race shown is known as the "bug boy" race, in which Tobey Maguire, playing jockey Red Pollard, winds up shoving and punching and whipping the jockey next to him as they each try to throw each other off their horse. It takes place very early in Pollard's career and demonstrates just how rough riding was at bush tracks before such jockey behavior was outlawed. What is amazing is that the camera seems to be right next to them or just behind.

As a matter of fact it is. Writer, director Gary Ross had each race mapped out like it was the Vienna Waltz. Each part of the race was choreographed thanks to the help of recently retired jockey Chris McCarron, who served as the race designer for the film.

In order to get the kind of racing footage he wanted, Ross had what he called a camera car. Actually it was a Hummer with two cameras (one for long shots and one for close-ups) and a long crane attached. The car rode alongside the horses at 35 to 40 miles per hour constantly, with the equipment sometimes getting as close as four or five feet from the action.

"We needed flexibility in how we could maneuver the camera around the horses," said Ross, "and we got that by utilizing a technocrane on the camera car. We used a mount for the camera called a 'XR head' made by Westcam, the people who make helicopter mounts. What it does is it holds a rock-solid image on an 800 mm lens. It's a truly a remarkable piece of engineering."

Besides the "bug boy" race, which was shot at a 100-year-old farm in Hemet, California, there were several other races in the picture, including two Santa Anita Derbies and the classic match race against War Admiral. To have these races look authentic, Ross' crew hired some 50 horses to train for the scenes (including eight different Seabiscuits) and McCarron hired a dozen actual jockeys to ride in those races. Several of them were known to racing fans like former jockey Joe Rocco.

McCarron took his crew to the Pomona Fairplex at the state fairgrounds in California and rehearsed for five weeks. McCarron choreographed each race with the help of jockey Gary Stevens, who played George Woolf in the film. Ross had mapped each race into a three-act play according to Daily Racing Form charts and how Laura Hillenbrand described them in her best-selling book, "Seabiscuit an American Legend."

Ross and McCarron drew up NFL-style playbooks for the jockeys and the production staff, so everyone would know where each horse was supposed to be in each part of the race. After trial and error they realized most of the horses were good for three takes of a certain shot before they tired. At that time the second team (looking amazingly similar to the first team) came in. After weeks of practice with the camera car riding alongside, the horses became very used to having it there.

Stevens, who is one of today's greatest jockeys, got the role when Ross walked through the jockey room at Santa Anita and took one look at Stevens and knew he'd be perfect to play the "Iceman" Woolf. But Stevens, who had no acting experience, wasn't biting at first.

"I told him, Stevens said, "I don't have the time and you don't have the money." As it turned out, they did and Stevens gives a performance of a seasoned pro.

The Fairplex at Pomona was also used for scenes that were supposed to be at Agua Caliente in Mexico. The production team also went to Saratoga for scenes, Santa Anita for races and Keeneland Race Course in Lexington. Keeneland was used to film the match race between Seabiscuit and War Admiral, which actually took place at Pimlico in Maryland, Nov. 1, 1938. Ross had 3500 extras wardrobed in period garb to line the rails and the infield at Keeneland, giving the race a look and a feel of the real thing.

After reading Hillenbrand's book, he always had Maguire in mind for the roll of Pollard, who was tall for a jockey at 5-7. Maguire is 5-8 and is usually 160 pounds, but he went on a training routine of 16 workouts a week and a diet of 1650 calories per day. The regimen worked and he shot the film weighing only 137. He also took boxing lessons.

When Ross was bidding on the film rights he called Hillenbrand and convinced her he was serious about keeping true to her story. He kept her as an advisor throughout the film and sent her script changes for approval before anything was okayed.

"What sold me on Gary Ross," said Hillenbrand, "was his dedication, bordering on obsession, to portray these three men, this horse, their era and their story as they were."