It will run without the air box. But without it, there is less vacuum in the carbs which is required to run the power-jets correctly. So you'll either need to re-jet to adjust, switch to non-power jet style carbs, or find an air box. Otherwise the engine will run lean, and possibly melt down. IMO with the stock pipe and no air box (or with pod filters) the engine sounds terrible. It's a very loud boggy sound.