The events take place in Europe in the early 17th century; King Louis XIII of France and his bride Queen Anne are surrounded by enemies who conspire to take his throne. Cardinal Richelieu is plotting to seize the throne for himself by playing on France’s enemies; Europe is a powder keg waiting to explode. The King has few friends on his side, and only a few men can prevent this war
A black clad man in primitive scuba gear emerges from a canal in Venice. He is met by a number of guards who he quickly dispatches with ease. He is introduced as Athos (Matthew Macfadyen). He is met by a beautiful woman who surprises him with a small pistol pointed at his forehead; he is then shown to have a knife at her belly. She is introduced as Milady de Winter (Milla Jovovich), and they kiss passionately. She shows him a key that she places in her bosom.
A man in a dark cape says a prayer and then jumps onto a gondola and uses a staff to knock the guards off the gondola. After dispatching the last man, he is asked by the lady who he is. He is introduced as Aramis. He says he is not a priest. She states she is not a lady… they embrace.
Another black clad man confronts a man in chains. He is introduced as Porthos. He then rips out the chains and attacks the man. He fights off a number of guards and asks for the key from his captor. He head butts him and states Viva La France.
The men enter DaVinci’s Vault. Milady present a key, and opens a lock on the floor revealing a secret stairway. The room they enter is booby trapped. Milady runs through it and evades the traps making it safe to cross.
They are met by several guards. Milady searches though some scrolls and finds what they were looking for. Athos lights some explosives that open up an escape route for them. The river floods the room, and they are able to escape.
They drink a toast to the Musketeers. She asks what they will do next. Athos tells Milady they will do what France asks of them. They are surprised by the arrival of the Duke of Buckingham (Orlando Bloom), and then pass out from poisoned drinks. They are betrayed by Milady, but she tells Athos it is strictly business and nothing personal. The Duke opens up the scroll and sees the plans for a war machine balloon. The Duke commends Milady for her cunning and her ability to trick Athos by telling him that she loves him. She walks away without responding, and Athos finally passes out.
One Year later Two men are fencing on a grassy hill, the younger one un-swords the other but he has a dirk on his belly. The older man tells him that he is a skilled swordsman but has to be wary of his opponents who may not be as noble in a fight. The older man has nothing more to teach to his son D’Artagnan, he then offers him the family sword, a musketeer blade. He reminds him that the true weapon of a Musketeer is his heart. All for one, one for all!!!!
The father gives him some money, and his mother brings a horse to him. His father tells him to fight, love and live.
Three Days Later Some men in town mock D’Artagnan’s horse Buttercup. He asks for an apology from the man with an eye patch, to be given to his horse. D’Artagnan awaits a duel but is shot instead by the man with the eye patch; the wound is superficial and he blames his pistol. He takes D’Artagnan’s blade and is about to kill him when he is stopped by Milady who arrives in a carriage. She tells the man with the eye patch named Rochefort they are expected in Paris. Once in Paris, D’Artagnan sees Rochefort and follows him. He runs into Athos, Porthos and Aramis separately and accepts duels from all three men later that afternoon.
Milady enters the palace and meets with Cardinal Richelieu. She asks about his chess game as he is playing himself since no one is worthy. He asks about her trip to London. She tells him the war machine is being built by Buckingham. The King enters and speaks to Milady about Buckingham. He asks about what color he wears and frets that his advisors chose blue for him, he storms off in a petulant manner.
D’Artagnan meets the three musketeers for his duel. They introduce themselves, and he admits he has heard of the Three Musketeers. They are no longer musketeers due to budget cuts. They are halted by the Cardinals guards who come to arrest them. Rochefort shows up prompting D’Artagnan to fight the guards. The three watch as he fights off dozens of guards. They decide to join him. Rochefort tells the men to finish them off. They fight off the guards with their superior sword skills. D’Artagnan spots a beautiful blonde maiden and asks if she is enjoying the show. D’Artagnan defeats the head of the guard as he tries to speak to the blonde lady. Her name is Constance. They flirt a bit, and D’Artagnan throws a sword to the lead guard, but he breaks it and walks off in disgust. The townsfolk applaud the Musketeers and the three remember how great it feels to be appreciated by the people. Constance walks off after telling him that she was not impressed by his small town manners. D’Artagnan goes to the three Musketeers, and they tell him about Rochefort and how he is reckless, petulant, and will probably be dead by weekend. They ask if has money, and they invite him to join them for supper and drinks.
Porthos asks what they will drink to. D’Artagnan says, "The King," and Athos responds, "The King is a boy, and the Cardinal is the real power." Athos is disgruntled and tells him to trust no one. Athos trusts only in his coin, blade and drink. Aramis and Porthos tell D’Artagnan that Athos is cold and unfriendly because of a woman who scorned him. D’Artagnan was expecting them to be more heroic and noble. Aramis states they are obsolete and lacking in a great cause, warriors without a war to fight. Porthos suggests they should become clergy. Aramis was once a priest, but he found out that being a man of god and a man of the cloth were not always one in the same. Porthos asks for more wine but is told by their servant Planchet that has no more money for wine. They insult him, but D’Artagnan offers the man some coin for more wine and they all demand more wine. The next morning Planchet awakens to birds pooping on him as he sleeps on the porch after giving D’Artagnan his bed.
The Cardinal plays chess with King. The King does not like when the Cardinal checkmates him. The Cardinal mentions the Duke of Buckingham and the rivalry between the Cardinals guards and the three Musketeers and some kid named D’Artagnan. The king asks that all four be summoned for punishment. The king chastises them for quarrelling with Cardinals guards; the king is impressed but is urged to punish them despite his admiration for them. The Queen joins them with her ladies in waiting, including Constance; they wanted to see the brave man who stood up to the 40 cardinal guards. The Queen asks that they not be punished too hard. She talks to D’Artagnan and tells him that while impressed, do not be too reckless. The King notes that D’Artagnan is not as well dressed as the others; he offers new suits to the four men. He then tells them not to fight the Cardinals guards anymore. The Queen stops the Cardinal from interceding on the punishment. The Kings tells them to be at the parade, to honor the arrival of the Duke of Buckingham. The Queen steps out, and Constance looks back on D’Artagnan.
Cardinal Richelieu and Milady conspire against the King. They plan to use Buckingham’s arrival to accuse the Queen of infidelity hoping to anger the King and force war between Britain and France. Milady suggests the Cardinal is the right man to take control of the realm.
The next day, the King and Queen await the arrival of Buckingham. The Musketeers are in the assembled formation and stand opposing Rochefort and Cardinal’s guards. A shadow appears overhead, and the king is impressed by the arrival of Buckingham in a dirigible airship. He asks the Richelieu why he does not have one and demands to have one built. The Duke of Buckingham emerges from the ship dressed in vibrant blue attire and greets the king with a mocking tone about his green attire; he mentions his ship keeps him one step closer to heaven. King James is eager to hear his peace proposal; the king is surprised to hear that he knows the Queen and suggests they know each other all too well. Buckingham recognizes Athos, and they trade remarks about their last encounter. Buckingham speaks to Cardinal, and they discuss the “peace plan.” Buckingham mentions his war machines will redress the war plans already in motion.
Milady is confronted by palace guards in the Queens tower; she faints but steals his blade and fights off a group of his men. She shoots the last of them as the clock rings on the hour. D’Artagnan approaches Constance and asks if they can talk. She tells him that he is still a clumsy country boy despite his fancy new clothes and kings’ favor. Milady repels down the castle and enters using a lock pick. The King is speaking to D’Artagnan and talks about arranged marriages. The King confides in him his nervousness about a “friend” and his feelings toward a woman. D’Artagnan reassures him that it is good to have friends and that it is best to be himself. The King meets the Queen and is nervous. He compliments her, and she is pleased. Milady plants the incriminating letters in the queen’s desk. She then sees a fancy necklace. Using her tools and guile, she navigates the security system and secures the necklace. The Cardinal tells her to go to London with Buckingham and plant the jewels in the Tower of London with the hope that war will occur due to his actions. The Cardinal assures her war will happen because he is in charge; he then tells her is aware of her potential to betray him as a double agent. She reassures him of her loyalty but will need something to prove it.
The next day, Buckingham and Milady are ready to depart. He tells the blue clad king that purple is the new style and offers him his hat. The king is not too happy when he mentions the Queen in a coy manner, sending him off in a fit of anger as the queen finds the planted letters in her desk. The King speaks to Cardinal Richelieu about the love letters from Buckingham. In the note, it states that the Queen gave the diamond necklace to Buckingham as a token of their consummated love. He asks Cardinal Richelieu if it is what he thinks it means. The Cardinal suggests he throw a ball to confront the queen on her indiscretion and show her guilt.
The Queen is happy and asks Constance to have the necklace cleaned for the ball, only to find that it is missing. The Queen confronts Richelieu knowing he was responsible. Constance goes to D’Artagnan and asks him to go to London to get the necklace back within 5 days. D’Artagnan asks why he should take the task. She kisses him, and he agrees to help. Porthos is eager. Aramis opens a cache of weapons, and Athos warns that Milady is indeed involved. They are confronted by Rochefort and Cardinals guards who are ordered to kill them all. Planchet throws a chamber pot on the leader of the guard; the Musketeers use the distraction to flee. The Cardinal is met by Rochefort and is not happy with the news of their surprising escape. The Cardinal warns Rochefort not to fail him again. The Cardinals guards are ready to meet the Musketeers as they try to board a ship in the port city of Calais. Constance offers her help and dons D’Artagnan’s hat and cape to draw them off, they then board the ship and sail to England. Athos goes over the plan on entering the Tower; he tells them that Milady will have warned Buckingham even though she is deceiving him. Buckingham opens a room full of guns and states he is ready for them. Milady tells him each of the Musketeer’s strengths and preferred style of action in their attempt to enter the Tower, Milady makes sure to warn Buckingham that he is their main target. Athos is aware of her strategy and suggests an alternate plan to catch them off guard using themselves as decoys and using D’Artagnan to lead since she is not aware of his style.
D’Artagnan dresses as a Beefeater guard and sneaks into the tower but is caught. Buckingham is told of the arrest and orders more guards to catch the other Musketeers. Buckingham does not trust Milady and wants to see if she can tell the truth if given the chance, she leaves in a carriage and wishes to go as far away from the tower as she can. Buckingham interrogates D’Artagnan surrounded by his Beefeater guards; D’Artagnan asks the time and points to a window. The airship appears and fires its cannon and flamethrower. D’Artagnan escapes and jumps onboard the airship. Buckingham yells out in anger at Athos as the airship flees back to France. Rochefort is fencing and is met by the Cardinal. He tells the Cardinal of the capture of an important prisoner as Constance is revealed to him. Athos tells D’Artagnan the jewels are with Milady as her carriage is nabbed by the airship and she is carried off by the airships cables. The carriage is brought aboard. Milady points a gun at Athos, but it is empty. Athos demands the jewels from her. Milady recognizes D’Artagnan and reminds him that she did save him from Rochefort. She asks them if they had killed Buckingham. She reaches into her bosom and is met by their pistols. She drops a scroll. Athos takes her up on deck and points his pistol at her. She jumps from the ship. He admits he would have had trouble pulling the trigger to D’Artagnan.
The King meets the Queen who is playing a game with her ladies, he reminds her to wear the diamonds that night. He asks Richelieu if she will wear them and he reassures him that she will. The airship sails back toward Paris. D’Artagnan spies flashes in the clouds. They are cannons, firing on them. Another airship emerges with Rochefort in command and Constance being held prisoner on the bow. D’Artagnan asks him what Rochefort wants. He asks for the diamonds. D’Artagnan asks what they will do. Athos tells him to choose love and fight for her. D’Artagnan offers to take the diamonds to Rochefort in exchange for Constance. The two ships connect a gangway, and D’Artagnan and Constance walk across it. D’Artagnan is knocked out, and the order is given to fire on the musketeer’s airship. Constance advises they hide in the clouds. Rochefort chases them, firing on them as the two airships move into the clouds. The clouds are stormy; D’Artagnan takes advantage of turbulence and grabs the necklace. He runs inside the ship and fights his way till he is confronted by Rochefort. The Musketeers sneak up on the other ship and open fire causing the gas bag to burst; Rochefort is about to fire on D’Artagnan when the ship crashes into a church. They throw out ballast; the Musketeers board the crippled ship and fight as it falls down the spire of the church.
Rochefort tries to escape on the church roof but is met by D’Artagnan, they fight with swords. D’Artagnan falls and catches a gargoyle; he grabs his sword and continues to fight. Rochefort knocks the sword up in the air, but D’Artagnan catches it and stabs Rochefort, who falls to his death.
The Cardinal orders his guards to shoot the Musketeers on sight. They are then startled by the airships arrival. He orders the arrest of the Musketeers, but the Cardinal is stopped by the King. Athos tells him that they captured the ship for the King and that Cardinal Richelieu revealed that Rochefort was a spy for Buckingham. It was his work that discovered his treachery. The King reads the scroll absolving the Cardinal of guilt. The Queen arrives with her necklace, and the king is thrilled. He congratulates D’Artagnan on his advice and dances with his Queen to celebrate. The Cardinal approaches the Musketeers and tells them their plan was well played. He offers them positions in his guard, but they all refuse for various reasons. He tells them that they will regret their choice someday. D’Artagnan speaks to Constance and tells her that she is beautiful, he kisses her as the airship burns up behind them. As they walk off Aramis asks what next, Portos says they will drink and serve France since he believes in their friendship. They hoist up their swords and proclaim all for one and one for all.. They then tell Planchet to shut up when he tries to praise them.
The Duke of Buckingham confronts a startled and water soaked Milady. She was found alive in the English Channel. She asks where they are going. Buckingham tells her, France.
The camera pulls back to reveal a large fleet of ships sailing for France.
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