<Li> Pernilla August as Shmi Skywalker, Anakin's mother, who is concerned for her son's future and allows him to leave with the Jedi . August, a veteran of Swedish cinema, was chosen after auditioning with Liam Neeson . She was afraid of being rejected because of her accent . </Li> <Li> Frank Oz voices Yoda, the centuries - old leader of the Jedi Council who is apprehensive about allowing Anakin to be trained . Yoda was mostly portrayed as a puppet designed by Nick Dudman based on Stuart Freeborn's original design . Oz controlled the puppet's mouth and other parts were controlled by puppeteers using remote controls . Lucas fitted Yoda's filming around Oz's schedule as he finished and promoted In & Out . A computer - generated Yoda is featured in two distant shots . Warwick Davis (who played the part of the Ewok Wicket W. Warrick in Return of the Jedi in 1983) portrays him in the scene where Obi - Wan becomes a Jedi Knight . Lucas said he originally wanted to use a full - time digital Yoda, but the attempts did not work well enough at the time . On the Blu - ray release of The Phantom Menace, which was also used for the 3D reissue, a CG Yoda similar to the one from the other prequels is used instead . </Li> <Li> Ahmed Best as Jar Jar Binks, a clumsy Gungan exiled from his home and taken in by Qui - Gon and Obi - Wan . Best was hired after casting director Robin Gurland saw him on a Stomp performance in San Francisco . Best was originally intended to provide motion capture data but his offer to voice the character was accepted . On the set, to provide references for the actors, Best was clothed in a suit made of foam and latex and a headpiece . Best's filmed performance was later replaced with the computer - generated character . Best frequently improvised movements to make Jar Jar look as clumsy and comedic as possible . </Li> <Li> Oliver Ford Davies as Sio Bibble, the Governor of Naboo . </Li>

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