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The Three Musketeers Movie Script

Writer(s) : David Loughery

Genres : Action, Adventure, Comedy, Romance

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 The Three Musketeers

                   Written by
                DAVID LOUGHERY

                  Revisions by
                 HARLEY PEYTON




This material is the sole property of the Walt Disney
Company and is restricted to the use of the Walt
Disney Company and its authorized employees and
agents. Distribution, disclosure, reproduction or
sale of this material to unauthorized personnel is
strictly prohibited.



                                       January 5, 1993

                       THE THREE MUSKETEERS

    OPEN ON:
1   EXT. GASCONY - DAWN                                        1

    Dawn. A verdant field in Gascony. BIRDS CALL from tree-
    tops. The WIND RUSTLES through green leaves. A fox
    darts into a thick hedge. And last, anti-pastoral, out
    of place -- the sound of CLASHING STEEL.

    SUPERIMPOSE:   France, 1625.
    Suddenly, two young men burst INTO VIEW, sword points
    cutting brilliant arcs through the morning air. The
    first is GIRARD, bearded, nearly thirty, a man in every
    facet. The second, D'ARTAGNAN. Younger in appearance
    and attitude. Exuberant, handsome. And at just this
    moment, bounding over a low stone wall with a boisterous
    cry.

    They battle across an expanse of turf thick with dew.
    Girard is the more polished combatant. But d'Artagnan is
    nearly a force of nature. He whips his sword through the
    air with wild-hearted abandon. He tumbles and somer-
    saults. This is fun.
    Girard and d'Artagnan cross the field, pass over a wooden
    fence, struggle toward a stable and hayloft. As they
    fight, both men utilize a variety of props. Handfuls of
    hay, a wooden spar, quick kicks from heavy boots.
    Anything goes as the swords cut through the air.
    D'Artagnan, gaining increasing advantage, forces Girard
    up against a peaceful country manor. Girard, seemingly
    cornered, executes a gymnastic flip onto the roof,
    fights from this high angle. D'Artagnan merely smiles...
    and follows.


2   ANGLE ON ROOFTOP                                           2

    Seen briefly in silhouette against the rising sun, Girard
    and d'Artagnan scramble up the v-shaped rooftop, pause
    to exchange swipes at the peak, then slide down the other
    side, attacking, defending, as they go.

3   INCLUDE INTERIOR                                           3

    Inside the manor house, a HANDSOME WOMAN of forty glances
    up from her writing table, hears FOOTSTEPS on the roof.
    She reacts -- curious, not afraid -- and steps to an open
    window. As  if to follow the footsteps to the other side.

                                                        2.

4   BACK TO SCENE                                              4
    Girard leaps to the ground first -- landing in an en-
    closure filled with SQUAWKING GEESE. D'Artagnan flies
    after. The geese scatter, d'Artagnan -- whose wild
    progress frequently resembles that of a young colt --
    stumbles briefly. Girard seeks advantage, thrusts his
    sword toward the young man's heart. But d'Artagnan
    parries the blow with a heavy gloved hand, rolls over
    the offending goose -- glances deadpan apology -- and
    rises to fight again.
    The epic battle continues. Girard's modest success de-
    volves into desperate flight. D'Artagnan's seemingly
    endless reserves are wearing him down. Then, at the
    last possible moment, Girard spies escape: a slow-
    moving HAYCART RUIMBLING up the country road. He runs
    toward the cart, leaps upon it, turns back to d'Artagnan
    with a confident smirk -- an expression that vanishes
    when the young Gascon executes a nearly impossible leap
    to join him.
    And still they battle, the clash of swords a kind of
    music by now, the men, their exuberance, the bright morn-
    ing all combined into a dazzlingly heroic display. Just
    then: The haycart crosses a wooden plank bridge. Girard
    backs from d'Artagnan's sword, weak from exhaustion, he
    stumbles. D'Artagnan has his man and he knows it. He
    prepares one last blow --
    -- And the haycart shifts, deposits both men over the
    side and down to the small muddy creek below. A comical
    antidote to all this glorious swordplay.


5   INCLUDE CREEK                                              5
    Girard lands flat on his back, stunned, his sword out of
    reach. D'Artagnan lands similarly, but recovers with
    grace, or rather, as much grace as the muddy situation
    will allow. He rolls toward Girard, sword in hand, and
    lightly places the sharp gleaming tip against his adam's
    apple.

    A long beat. Then a surprise. Girard begins to laugh,
    long and loud. D'Artagnan responds with a charmed smile.

                            D'ARTAGNAN
              Had enough?
                            GIRARD
                     (breathless
                      deadpan)
              I believe now would be a good
              time to end your, uhm, formal
              training. Well done.

                                              (CONTINUED)

                                                             3.

5   CONTINUED:                                                    5
                               D'ARTAGNAN
                 Thank you, sir.

    D'Artagnan leaps to his feet, races off without another
    word. Girard struggles upward, peers at the shape of his
    clothing -- cut to ribbons, muddy and soaked.

                               GIRARD
                 And god have mercy on whomever
                 you meet next.

                                                   CUT TO:

6   EXT. GASCONY - HANDSOME WOMAN'S POV - DAY                     6

    D'Artagnan races across the green fields, triumphant.


7   ANOTHER ANGLE                                                 7
    She stands at the open window, watches his coltish high
    steps with love. Sadness too.

                                                   CUT TO:

8   INT. D'ARTAGNAN'S HOME - DAY                                  8

    D'Artagnan steps through the country manor, calls out:
                              D'ARTAGNAN
                 Mother...?

    But he does not see her.    D'Artagnan continues, chatter-
    ing proudly as he goes.

                               D'ARTAGNAN
                 Did you see us? You heard us,
                 I'll bet. Girard finally
                 surrendered a compliment...
                 though I almost had to kill him
                 to get it... Mother...?
    D'Artagnan comes upon an open door, a small room beyond.
    He pauses, then steps inside.

9   INCLUDE FATHER'S STUDY                                        9

    A Spartan interior. Heraldic emblems upon the wall, sou-
    venirs from battles won and lost.
                                                   (CONTINUED)

                                                             4.

9   CONTINUED:                                                    9
    A piece of parchment, on it the words: "All For One, and
    One For All." And, in a place of honor, a worn blue and
    gold tunic. Below it, the Handsome Woman, d'Artagnan's
    mother, kneels at an open chest. She turns back to him.
                              MOTHER (HANDSOME WOMAN)
                 Sit down.

                               D'ARTAGNAN
                 Didn't you hear me? Girard --

                              MOTHER
                 Sit.
    D'Artagnan sighs, sits in a large wooden chair. A beat.
    His mother speaks quietly, eyes turned back to the open
    chest.
                               MOTHER
                 Your father was a proud man. And
                 he had a right to be. I never
                 knew one as brave or as kind. He
                 knew that his strength was a gift
                 to be given in the service of
                 honor. That is why he dedicated
                 his life to his country and his
                 King. That is why he gave his
                 life, for both.

    She reaches into the chest, carefully extracts a
    beautiful saber.
                               MOTHER
                 I watched you this morning and
                 saw someone I knew. You have
                 your father's heart, his will to
                 fight, his courage. But these
                 gifts have no value unless they
                 are given.
    She rises, holds the sword out to him.

                               MOTHER
                 It's time for you find your
                 fortune with men as brave and
                 as bold as you are. In Paris.
                 With the King's Musketeers.
                        (re: sword)
                 You'll need this.

                               D'ARTAGNAN
                        (quiet, moved)
                 Father's sword.
                                                    (CONTINUED)

                                                                 5.

9    CONTINUED:    (2)                                                9
                                MOTHER
                  Forged in the Crusades, handed
                  from generation to generation.
                                D'ARTAGNAN
                  And now to me.

     D'Artagnan can't help it, his eager reply leavens the
     nobility of the moment with warm humor, youthful inno-
     cence. His mother smiles as she repeats.

                                 MOTHER
                  Yes, son.   And now to you.
     With that, she holds out the beautiful saber.         D'Artagnan
     takes it firmly into his hands.

                                                       CUT TO:

10   EXT. GASCONY - DAY                                               10
     A huge and beautiful field appropriate to the moment.
     Mother and son stand in the vast expanse. D'Artagnan
     holds a restless horse by the reins, his traveling satch-
     el attached to the saddle.
                                MOTHER
                  I'm not your mother now. I'm
                  speaking for your father. And
                  this is what he would have told
                  you. Never forget the code of
                  the d'Artagnans. It is your
                  special heritage.
                         (beat)
                  Always seek out adventure...

                                D'ARTAGNAN
                  I will.
                                MOTHER
                  Never run from a fight...
                                D'ARTAGNAN
                  I won't.

                                MOTHER
                  Never submit to insults.    Except
                  from the King.

                                D'ARTAGNAN
                  Never.
                                                       (CONTINUED)

                                                                 6.

10   CONTINUED:                                                       10
                                MOTHER
                  And be wary of Cardinal Richelieu
                  for he rules France through the
                  King.
     A bittersweet moment. D'Artagnan posed before his first
     great adventure. But not completely certain that he
     wishes to leave home.
                                D'ARTAGNAN
                  Mother. Maybe I should wait.
                  Until after harvest.
     D'Artganan's mother smiles, understands.       And speaks
     gently to urge him forward.

                                MOTHER
                  You've heard that every man in
                  the Musketeers is on the run from
                  someone or something?
                                 D'ARTAGNAN
                  Yes.   But what am I running from?

                                MOGHER
                         (gentle humor)
                  A shrew of a mother, and a drafty
                  old house. Now go.

     And in this fashion, she releases him. D'Artagnan sweeps
     his Mother into an embrace, now turns, heroic, and leaps
     into the saddle. The horse reacts with a start, skitters
     in a half-cicle. D'Artagnan struggles to gain control,
     finally brings the horse to rein. He manages a charmed
     grin. His mother smiles, scolds:
                                MOTHER
                  And for heaven's sake, practice
                  your horsemanship.
                                  D'ARTAGNAN
                  Horsemanship.    Got it.
     D'Artagnan digs his heels into the horse's flanks, shoots
     off across bright green fields. His Mother shields her
     eyes from the sun, feels a gathering of tears, and
     watches him ride into the distance.

11   HIGH ANGLE                                                       11

     D'Artagnan's flight toward a new world.
                                                    DISSOLVE TO:

                                                           7.

12   EMBLEM OF KING'S MUSKETEERS                                  12
     It FILLS the SCREEN, serves as background for the MAIN
     TITLES. As the FINAL CREDIT APPEARS, and the MUSIC ENDS,
     the blade of a sword ENTERS FRAME. It slides beneath the
     emblem, pries it off the wall. The emblem falls to the
     floor with an undignified thud. A fire blazes in a huge
     hearth behind it.


13   INCLUDE MUSKETEERS' HEADQUARTERS                             13
     A room in the Musketeers Headquarters. The fallen emblem
     is retrieved by JUSSAC, an officer who wears the bright
     red tunic of the Cardinal's Guards.
                             JUSSAC
               What should I do with this?

     Jussac offers   the emblem to a tall, elegant wraith in
     black finery,   a patch covers one eye. This is the COUNT
     DE ROCHEFORT,   Richelieu's right hand, one of the deadli-
     est swordsmen   in all of France.
                             ROCHEFORT
               Throw it on the fire with
               everything else.
                             JUSSAC
               But this is the emblem of the
               Musketeers...
                             ROCHEFORT
               The Musketeers no longer exist.
               Or haven't you heard?
                      (cold command)
               Throw it on the fire.
     Jussac hastily adds the emblem to the fiery blaze, it is
     instantly consumed. Rochefort watches it burn, then
     walks to a balcony overlooking a vast courtyard.

14   INCLUDE COURTYARD                                            14
     Grim, funereal silence as a hundred Musketeers remove
     their blue and gold tunics, drop them into a pile that
     already contains their swords and muskets. The
     Musketeers remain stoic throughout, unwilling to reveal
     the depth of their despair. The latter is supervised by
     the Cardinal's Guards, who view their hated enemies'
     plight with satisfaction. This is a sad day for the
     Musketeers, the end of an era.

     MONSIEUR DE TREVILLE forces a salute toward the captain
     of the Cardinal's Guards, hands over his own musket.

                                                 (CONTINUED)

                                                              8.

14   CONTINUED:                                                    14
     Treville is the respected leader of the Musketeers.       This
     is the saddest moment of all.

     Rochefort watches from above, a cruel smile twists his
     lips. He steps to the railing, addresses the men below.

                                  ROCHEFORT
                  Musketeers...
     A hundred faces turn   upward to regard him. And on each
     the same expression   -- absolute loathing for the man in
     black. Rochefort is    not intimidated by this sea of con-
     tempt. He revels in    it.
                                ROCHEFORT
                  By joint edict of His Majesty
                  King Louis XIII and His Eminence
                  Cardinal Richelieu, the
                  Musketeers are officially
                  disbanded. In preparation for
                  the coming war with England, your
                  ranks and commissions are hereby
                  transferred to the Infantry. You
                  will be contacted and told where
                  to report. Until that time, you
                  are instructed to return to your
                  homes.
                                DE TREVILLE
                         (shouting to
                          Rochefort)
                  And who will protect the King?
                                ROCHEFORT
                  The Cardinal's Guards are more
                  than capable of assuming that...
                  responsibility.

     Muttered curses and dissent throughout.       Rochefort raises
     his voice to be heard:

                                ROCHEFORT
                  You are hereby ordered to
                  disperse. Should even one of you
                  resist... the entire corps will
                  be arrested and imprisoned.
                         (with pleasure
                          and disdain)
                  'All for one, and one for all.'

     As Rochefort intended, the Musketeers explode. But
     before they can attack the Guards, de Treville's com-
     manding voice calls out above the clamor.
                                                     (CONTINUED)

                                                           9.

14   CONTINUED:    (2)                                          14
                                DE TREVILLE
                  Musketeers!

     And with that, the Musketeers freeze. Their eyes go to
     de Treville. There is a moment of silence as de Treville
     chooses his words carefully. Even in defeat, de Treville
     is stoic.

                                DE TREVILLE
                  Go to your homes. Wait. Our
                  day will come again.

     De Treville shoots a defiant look at Rochefort who smiles
     in a patronizing manner. Then, de Treville leads his
     Musketeers out of the courtyard.


15   ROCHEFORT                                                  15
     He returns to the adjoining room where Jussac stands by.
     Rochefort has enjoyed himself immensely. He goes to a
     mirror and preens, adjusting his eye patch to a more rak-
     ish angle. That's when he catches a glimpse of something
     behind him. Something red. Rochefort turns.
     a tall, powerfully built MAN stands in the shadows of the
     room, a spectre in red.
                                ROCHEFORT
                  Your Eminence.
     Rochefort and Jussac instantly fall to their knees.
     ARMAND DU PLEISS THE CARDINAL RICHELIEU steps out of the
     darkness and into the light, his long crimson robes
     swirling about him like clouds of blood. His face is
     long, shrewd and intelligent. His eyes are penetrat-
     ing. He smiles his crocodile smile.
     Richelieu observes a duty roster on one of the walls.
     It contains the names of all the Musketeers, past and
     present.
                                RICHELIEU
                  Have they all been accounted for?

                                ROCHEFORT
                         (hedging)
                  All but... three.

     On Richelieu's face, a flicker of irritation.

                                RICHELIEU
                  Three?

                                                  (CONTINUED)

                                                               10.

15   CONTINUED:                                                      15
                                JUSSAC
                         (speaking up)
                  I sent a patrol to find them but
                  it hasn't returned yet.
                                RICHELIEU
                  I want those Musketeers, not
                  excuses. Bring them in at once.
                                                     CUT TO:


16   EXT. BOULEVARD OF CRIME - DAY                                   16
     Jussac leads   a regiment of the Cardinal's Gruards down
     Paris' most   colorful and notorious street. They react
     to SHOUTING   and VIOLENT NOISES coming from a tavern
     ahead. The    one called... The Dead Rat.
     The tavern door flies open, and two of the Cardinal's
     Guards are flung into the street, bruised and bloody.
     Just then: A window on the second floor bursts open,
     and a big Musketeer dangles a struggling Guard by his
     feet, threatening to drop him into the street. The
     Musketeer, a man of enormous appetites -- wine, women,
     song -- is called PORTHOS. Jussac shouts:
                                JUSSAC
                  Release that man!!
     Happy to comply, Porthos lets go of the Guard who plunges
     to the street with a dull thud. Then, with a wink and a
     piratical grin, Porthos ducks inside. Jussac darkens,
     signals his men, and they rush toward the tavern.


17   INT. TAVERN                                                     17

     Jussac and his company burst in and discover the room in
     a shambles, the aftermath of a violent fight. But for
     now, all is calm.

     A group of the Cardinal's Guards is seated around a big
     table littered with flagons and bottles. On the floor
     around them are their swords and rifles. It appears the
     Gruards are celebrating a victory. But wait. There's
     something wrong with this picture. On closer inspection,
     we see that the Guards have been stripped to their under-
     clothes and tied to their chairs with ropes. They are
     all bruised and bloody. Some are unconscious.

     Presiding over the "celebration" are two Musketeers.
     They sit at the head of the table, relaxing with their
     boots up.

                                                     (CONTINUED)

                                                           11.

17   CONTINUED:                                                   17
     One of them casually cleans his sword with a lace hand-
     kerchief. He is ARAMIS, the most handsome and dashing of
     the Musketeers -- a poet and idealist -- a gentleman of
     great personal charm and style.
     His companion is   ATHOS, the Musketeers' deadliest and
     most charismatic   member -- also its most mysterious and
     tortured. Athos    is the unofficial leader of the Three
     Musketeers, their   planner and strategist. At the moment,
     he's sewing up a   nasty gash on his right arm.

                                JUSSAC
                         (approaching)
                  What is this?

     Athos greets him with a dark smile.

                                ATHOS
                  A private party. Go away.
                                ARAMIS
                  Athos -- is that any way to greet
                  our guests?

     Aramis leaps to his feet and bows graciously.    He is the
     epitome of politeness.
                                ARAMIS
                  Don't be shy, gentlemen. Come
                  in. Your friends have been
                  expecting you.
     Jussac is not amused.

                                JUSSAC
                  Your presence is requested at
                  Musketeer Headquarters by Captain
                  Rochefort.
     Athos and Aramis exchange looks.

                                ATHOS
                  The Cyclops is a Captain? He
                  must've made a pact with the
                  Devil.

                                ARAMIS
                  Or the Cardinal.
                                ATHOS
                  What's the difference?

                                                  (CONTINUED)

                                                            12.

17   CONTINUED:    (2)                                            17
                                ARAMIS
                         (with an edge
                          of contempt)
                  The Devil is more ethical than
                  the Cardinal.

     Jussac takes a step forward, fingering his saber.

                                JUSSAC
                  You're instructed to come with
                  me and surrender your tunics.

     With a sweeping gesture, Athos indicates the bloody
     Guards around him.

                                ATHOS
                  These gentlemen made a similar
                  request.
                                JUSSAC
                  Are you refusing to come
                  peaceably?
                                ATHOS
                  Probably. But I'll leave it up
                  to my companions. Aramis?
                                ARAMIS
                  We can't refuse Rochefort's
                  invitation. It would be
                  impolite.
     Athos tips back in his chair and gazes upward.

                                ATHOS
                  And what do you say, Porthos?

     To the Guards' surprise, Porthos is balancing on the
     balcony rail above, just about even with a large wagon
     wheel chandelier.

                                PORTHOS
                  I'll be right down!
     With the grace of an aerialist, Porthos jumps from the
     balcony and lands atop the chandelier. His weight causes
     the chains suspending it to break. With a whoop of
     pleasure, Porthos rides the chandelier down as it lands
     squarely atop Jussac's Guards, squashing them.

     When the dust clears, only Jussac has been spared. He
     looks on in disbelief as Porthos extricates himself from
     the wreckage and calmly brushes his clothes off.
                                                   (CONTINUED)

                                                              13.

17   CONTINUED:    (3)                                              17
                                PORTHOS
                         (to Athos and
                          Aramis; cheerful)
                  Ready when you are.
     Athos and Aramis sheathe their swords, put on their hats,
     wrap their capes around them and cross the room to join
     Porthos.
                                ARAMIS
                  Congratulations, Porthos.   You
                  brought down the house.
                                PORTHOS
                  My aim was off. I was trying to
                  hit Jussac.

     Athos fixes Jussac with a dark, threatening look.
                                 ATHOS
                  Now.   About those tunics...
     Jussac turns to watch Athos, Porthos, and Aramis step to
     the street. He mutters as if to curse:
                                JUSSAC
                  Musketeers.
                                                    CUT TO:


18   EXT. HIGH ROAD TO PARIS - DAY                                  18
     D'Artagnan, on horseback, pauses on a bluff overlook-
     ing the magnificent city on the Seine. What he beholds
     is Paris as it looked in the early part of the Seven-
     teenth Century, its steeples and towers rising to meet the
     sky. For a country boy like d'Artagnan, Paris is a
     magical place where the wildest of dreams can come true.
     D'Artagnan's reverie is broken by the sound of THUNDERING
     HOOFBEATS coming from behind. He turns in response and
     what he sees is this:
     Two women on horseback are riding for all they're worth
     pursued by two men on horseback.

19   D'ARTAGNAN                                                     19

     His heroic blood stirs. Women in danger! As the women
     GALLOP past, d'Artagnan leaps from his horse. Quickly
     formulating a plan, he clambers up the trunk of a nearby
     tree and climbs out on a branch that overhangs the road.

                                                           14.

20   ANGLE                                                       20
     As the two riders pass underneath, d'Artagnan leaps into
     space and tackles one of them, knocking him out of the
     saddle. The rider hits the ground and is knocked sense-
     less. One down.
     D'Artagnan scrambles to his feet as the second rider re-
     verses direction and GALLOPS back, charging d'Artagnan.
     The rider draws his saber.
     D'Artagnan dodges the horse and the sword. He catches
     the second rider's arm and yanks him right out of the
     saddle. The man lands with a painful thud at
     d'Artagnan's feet. Before he can recover, d'Artagnan is
     upon him with flying fists. One swift punch -- and the
     second rider is senseless. Two down.

     D'Artagnan stands over his two victims, out of breath,
     but greatly pleased with his performance. He looks up as
     the two women ride back to see what's happened.
     The first woman is of noble breeding, a beautiful dark-
     haired girl in her late teens. Her name is ANNE. Her
     companion is roughly the same age, titan-haired and
     equally beautiful. Her name is CONSTANCE.
     Anne regards the two men on the ground, then d'Artagnan.
     She shakes her head, laughs with delight and rides off.
     Constance remains. She smiles down at d'Artagnan from
     atop her horse.
                             CONSTANCE
               Do you have any idea what you've
               done?

                             D'ARTAGNAN
               I've saved you and your friend
               from these bandits.

                             CONSTANCE
               These 'bandits' are the Queen's
               own bodyguards.

     D'Artagnan is stunned.
                              D'ARTAGNAN
               The Queen?

     Constance points a finger in Anne's direction.
                             CONSTANCE
               If I were you, I'd make myself
               scarce. These men are going to be
               very angry when they wake up.
                                                  (CONTINUED)

                                                              15.

20   CONTINUED:                                                     20
     D'Artagnan looks at the two bodyguards who are beginning
     to recover. Then he looks up at Constance, feeling like
     a prize idiot.
                                D'ARTAGNAN
                  I didn't know. I thought...

     Constance smiles at him, her eyes twinkling.
                                CONSTANCE
                  Do you have a name?

                                D'ARTAGNAN
                  D'Artagnan.

                                CONSTANCE
                  You're a very foolish boy,
                  d'Artagnan... but a very handsome
                  one. Good-bye.
     Constance spurs her horse and rides off to catch up with
     Anne.
                                 D'ARTAGNAN
                          (calling after her)
                  Wait!   You didn't tell me your
                  name!
     But Constance is gone.
     D'Artagnan stands in the middle of the road, feeling
     foolish and oddly thrilled at the same time. The two
     bodyguards groan and grumble.

     A bright reflection catches d'Artagnan's eye. He looks
     down and sees a gleaming bracelet. He picks it up and...

                                D'ARTAGNAN
                  The man who attacked you...
                         (pointing in the
                          opposite direction)
                  ... went that way.
     With a guilty smile, d'Artagnan spurs his horse and rides
     like Hell.

                                                    CUT TO:

21   EXT. COUNTRY ROAD                                              21

     D'Artagnan rides to the top of the ridge, stops suddenly,
     sees something that takes his breath away.

                                                            16.

22   D'ARTAGNAN'S POV                                             22
     Paris laid out for him like a jewel, cloaked in mystery,
     promising adventure and romance. D'Artagnan watches the
     women as they ride into the fabled city in the distance.
     He follows.
                                                  CUT TO:


23   INT. MUSKETEER HEADQUARTERS - DAY                            23
     Athos, Aramis, and Porthos sweep into the now deserted
     courtyard. Silence -- the last thing they expected --
     stops them in their tracks. The place is a cemetery,
     haunted by the ghosts of generations of Musketeers.
     Porthos is visibly distraught. Rochefort enters from
     behind an archway.

                             ROCHEFORT
               I'll take those tunics,
               Musketeers.
                             PORTHOS
                      (to Aramis)
               What did he say?
                             ARAMIS
               He said he'll take those tunics.
                              PORTHOS
               Tunics?   Coming right up.
     Porthos reaches inside his cloak and takes out a crumpled
     red tunic he took from one of the Cardinal's guards. He
     drops it on the ground, digs into a pocket and takes out
     another. He finds another in his boot and another up his
     sleeve. There's one in his hat. Like a magician, he
     keeps pulling red tunics out of the most bizarre places.

     Athos and Aramis have a few guard tunics themselves.
     They pull them out and drop them into the growing pile.

                             ATHOS
               I was trying to remember the last
               time I saw you here. I know. It
               was the day you were kicked out of
               the Musketeers.

                             ARAMIS
               Conduct Unbecoming a Musketeer.
               Wasn't that the charge?

                             ROCHEFORT
               You ought to know. Three witnesses
               stood against me.

                                                  (CONTINUED)

                                                               17.

23   CONTINUED:                                                      23
                                ATHOS
                  It was the least we could do.

     The bitter memory hangs in the air for a moment.
                                ROCHEFORT
                  You are hereby ordered to
                  surrender your commissions and
                  make yourselves available for
                  reassignment in the King's Army.

                                ATHOS
                  And if we refuse?
                                ROCHEFORT
                  You will become outlaws.   Hunted
                  men.
                                PORTHOS
                  It doesn't matter where I go or
                  what I do. Sooner or later
                  somebody's calling me 'outlaw.'
     Athos cuts him off with a look. He's familiar with
     Porthos' propensity for tall tales. But not here, not
     now. Athos turns back to the balcony. Rochefort lobs a
     taunt.
                                ROCHEFORT
                  Are you refusing to serve your
                  King?
                                ARAMIS
                  We are refusing to serve the
                  Cardinal.
                                PORTHOS
                  Same thing, these days.
                                ARAMIS
                  France has one King too many.

                                ROCHEFORT
                  I'll tell him you said that.

     Athos, who has remained silent, speaks with quiet power:

                                ATHOS
                  Do that, Rochefort. Tell his
                  Emminence the Cardinal that we
                  will continue to perform our sworn
                  duty to protect the King. From
                  enemies across the sea.
                                (MORE)

                                                      (CONTINUED)

                                                              18.

23   CONTINUED:    (2)                                              23
                                ATHOS (CONT'D)
                  From traitors who sit at his right
                  hand. And tell him that he can
                  take away our tunics, our muskets,
                  even our swords. But he cannot
                  stop us from being what we are.
                  Musketeers.

     The gauntlet has been thrown.       Rochefort picks it up with
     glee.

                                ROCHEFORT
                  I'll make sure His Emminence the
                  Cardinal gets the message. But I
                  can't promise he'll be pleased.

     Rochefort steps back, disappears into the shadows.       A
     beat. The Musketeers regard each other.
                                PORTHOS
                  Well, if we're going to be
                  outlaws, I suppose we'll have to
                  get our affairs in order.

                                ARAMIS
                  Are you going to visit them
                  alphabetically or in order of
                  preference?

                                PORTHOS
                  Alphabetically seems... fair.
                                ARAMIS
                  When it comes to you and women,
                  fairness rarely applies.
                                ATHOS
                         (interrupts)
                  We'll meet at the Columbier-Rouge
                  at sundown.
                         (off their looks)
                  To celebrate. And to plan our new
                  lives.
                               PORTHOS
                  Outlaws.

                                ARAMIS
                  Citizens of France.

                                ATHOS
                  The three Musketeers.
     And that is all that remains.

                                                     (CONTINUED)

                                                            19.

23   CONTINUED:    (3)                                            23
     Athos, Porthos, and Aramis step in different directions.

                                                  CUT TO:

24   EXT. STREETS OF PARIS - DAY                                  24

     D'Artagnan rides through the streets of Paris. A country
     boy happily stunned by the sights, sounds, and smells of
     the city. Merchants gossip and call to each other from
     shop doors. Colorful vendors and pedestrians move along
     the crowded boulevard. Acrobats, puppeteers, and jug-
     glers perform on street corners. LAUGHTER and MUSIC
     drift from taverns and public houses.

     D'Artagnan views it all with great enthusiasm. He sees
     the exterior of the Musketeer Headquarters... wow! The
     future belongs to him.

25   ATHOS                                                        25
     He crosses the courtyard to a large wooden door. But as
     he reaches for the handle, the door flies open and smacks
     him in his injured arm.
                                D'ARTAGNAN
                         (as he enters)
                  Look out!
                                ATHOS
                         (wincing in pain)
                  Aaarrgghh...

                                D'ARTAGNAN
                         (in a panic; looking
                          around)
                  Where are they? Where are the
                  Musketeers? I'm in the right
                  place, aren't I?

                                ATHOS
                         (through gritted
                          teeth)
                  Not as far as I'm concerned.

     Athos is wearing his cape in such a way that it hides
     his Musketeer tunic. D'Artagnan has no idea who he's
     dealing with.

                                D'ARTAGNAN
                  But this is Musketeer
                  Headquarters...
                                                  (CONTINUED)

                                                              20.

25   CONTINUED:                                                     25
                                ATHOS
                  No. This was Musketeer
                  Headquarters.
                                D'ARTAGNAN
                  You mean it's been moved?

                                ATHOS
                  I mean the Musketeers have been
                  disbanded. Feel free to poke
                  around for souvenirs.

                                D'ARTAGNAN
                  What do you mean 'disbanded'?

                                ATHOS
                  Some nonsense about being needed in
                  the army. Now if you'll excuse
                  me...
     D'Artagnan blocks Athos' path.
                                D'ARTAGNAN
                  But I just got here. How can I
                  become a Musketeer if they've been
                  disbanded?
                                ATHOS
                  I'd say you've got a problem.
     D'Artagnan grabs Athos by his injured arm. Athos, stif-
     ling pain, fixes d'Artagnan with a deadly look.
                                ATHOS
                  You could use a lesson in manners.
     D'Artagnan touches his sword, eyes flashing at the pos-
     sibility of a duel.
                               D'ARTAGNAN
                  Any time.

                                ATHOS
                  I'm in a hurry now -- but I'll
                  meet you at the Carmes-Deshaux
                  monastery at noon.

     Athos exits.
                                D'ARTAGNAN
                         (calling after him)
                  I'll be there ten minutes early.
                                (MORE)
                                                     (CONTINUED)

                                                            21.

25   CONTINUED:    (2)                                            25
                                D'ARTAGNAN (CONT'D)
                         (to himself)
                  An hour in Paris, and I already
                  have my first duel!
     Just then, d'Artangnan spies two familiar figures on
     horseback, distinctive cloaks hiding their faces. Anne
     and Constance, though he does not yet know their names.
     D'Artagnan hurries after.
                                                  CUT TO:

26   EXT. STREETS OF PARIS - DAY                                  26

     START CLOSE ON Porthos, his rogue's grin, the twinkle in
     his eye.
                                PORTHOS
                  But, Catherine, don't you see? As
                  an outlaw I'll be constantly on
                  the run from the Cardinal's guards,
                  a refugee. Think of all the places
                  you can hide me. I'm thinking of
                  them now.

27   ANOTHER ANGLE                                          27

     reveals Porthos leaning against an open window, speaking
     amiably to a pretty woman on the other side. She dabs a
     tear from her eye, manages a nod.


28   ANGLE ON D'ARTAGNAN                                    28
     Meanwhile, d'Artagnan races around another corner, down a
     narrow lane, and speeds after the ladies on horseback.
     He dashes through a muddy puddle -- spraying foul water
     all over Porthos where he stands. D'Artagnan doesn't
     notice, a huge cart loaded with wine barrels has rolled
     INTO VIEW, blocking the lane. Fellow travelers shout
     complaints, the cart driver shakes his head, makes an
     obscene gesture. It's a Seventeenth Century traffic jam.

     D'Artagnan sees Anne and Constance dismount in the dis-
     tance, tie their horses, and step into an alley. A man
     waits in the shadows to escort them. D'Artagnan leaps
     off his horse, he means to continue his pursuit on foot.
     But he takes two quick steps, and... runs directly into
     Porthos' outstretched hand.

                                                  (CONTINUED)

                                                                  22.

28   CONTINUED:                                                         28
     D'Artagnan looks up -- literally, given Porthos' impres-
     sive stature -- and sees the Musketeer's muddied tunic,
     and worse, a unique and expensive sash, now thoroughly
     soiled.
                                PORTHOS
                         (not a glimmer of a
                          grin)
                  Do you know where this sash comes
                  from?

                                 D'ARTAGNAN
                  No.
                                PORTHOS
                  It is a gift from the Queen of
                  America.
     Porthos' righteous indignation is more impressive than
     his knowledge of current affairs. D'Artagnan corrects.
                                D'ARTAGNAN
                  There is no Queen of America.

                                PORTHOS
                         (to pretty woman)
                  Madame Augustine, would you excuse
                  me for a moment, I'm going to kill
                  him.
                         (back to d'Artagnan;
                          ever the gentleman)
                  Now, where were we?
                                D'ARTAGNAN
                         (glancing at the
                          ladies; the alley)
                  I rode through a puddle, muddied
                  your sash, the Queen of America
                  except there isn't one, I'm in a
                  hurry, and you were about to
                  challenge me to a duel.

                                  PORTHOS
                           (amused)
                  I was?

                                D'ARTAGNAN
                  That seems to be the local custom.
     Porthos lets out a weary sigh.         He shakes his head.

                                                      (CONTINUED)

                                                                 23.

28   CONTINUED:    (2)                                                 28
                                PORTHOS
                  Everywhere I go, it's always the
                  same. There's always some kid who
                  thinks he's hot with a sword...
                  some itchy punk who wants to go
                  up against the great Porthos...

                                D'ARTAGNAN
                  The great who?
                                PORTHOS
                  The great Porthos.
                         (when d'Artagnan
                          isn't impressed)
                  Me, you idiot.

     D'Artagnan gives him a blank look.
                                PORTHOS
                  Don't you know who I am?
                                D'ARTAGNAN
                  The world's greatest talker?

     Porthos couldn't be more insulted.       He sputters with
     rage.
                                PORTHOS
                  All right, you little puke! You
                  want to die? So be it! One
                  o'clock behind the Luxembourg!
                  And bring a coffin!
                                D'ARTAGNAN
                  Bring your own!


29   EXT. STREETS OF PARIS - ALLEY - DAY                               29
     D'Artagnan thinks he sees     Anne and Constance, races down
     the alley, turns a corner,     down a short street, makes a
     hasty decision, runs down     yet another alley... and tum-
     bles into a shadowy lane.      He stops, looks left and
     right. And does see them.

     The ladies enter a chapel's back door, close the door
     behind them. D'Artagnan flies after, skids across cob-
     blestones, rips the door open... and finds himself face
     to face with the man who has escorted Anne and Constance
     this far.

                                 D'ARTAGNAN
                  Let me pass.
                                                    (CONTINUED)

                                                               24.

29   CONTINUED:                                                      29
                                CARDINAL'S GUARD
                  I'm afraid that's not possible.

                                D'ARTAGNAN
                  I must speak to those young women.

                                CARDINAL'S GUARD
                  The young women do not wish to be
                  spoken to.
                                D'ARTAGNAN
                  I have something that belongs to
                  the Queen.
                                 GUARD
                          (alert)
                  What?
                                D'ARTAGNAN
                  A bracelet.
                                GUARD
                  I'll deliver it for you.

                                D'ARTAGNAN
                  No, you've been enough help
                  already. Would you be so kind
                  as to point out the Carmes-Deshaux
                  Monastery?
     The Guard points to a large building in the distance with
     a large cross.
                                                     CUT TO:


30   INT. ROOM                                                       30

     PAN ACROSS the Virgin Mary and many lit candles to a
     BEAUTIFUL DAMSEL sharing a love seat with the third
     Musketeer, the dashing Aramis. Aramis has a book open
     and is reading from it.
     The Damsel suddenly grabs Aramis and kisses him on the
     mouth. Aramis politely extricates himself. He's not the
     least bit embarrassed, only slightly amused.

                                ARAMIS
                  Madam, I'm flattered but I thought
                  you wanted me to tutor you in
                  theology.

                                                     (CONTINUED)

                                                                   25.

30   CONTINUED:                                                          30
                                DAMSEL
                  Excuse me, Monsieur Aramis. But
                  when you started talking about
                  Original Sin, I lost control and
                  became impassioned. It won't
                  happen again.

                                ARAMIS
                  There's nothing unholy about
                  expressing one's emotions. On
                  the contrary. Religion should be
                  experienced in a passionate, all-
                  embracing way. We should feel
                  free to express our spirituality.

                                  DAMSEL
                  Yes, darling!
     The Damsel attacks him again.         Suddenly, a pounding on
     the door.
                                  MAN (O.S.)
                  Open up!

                                DAMSEL
                         (a gasp of fear)
                  My husband!
                                ARAMIS
                  Your husband!?
                                DAMSEL
                  Aramis -- run!

     But Aramis' heart is too noble.         He gets down on his
     knees.

                                ARAMIS
                  First we must pray to God for
                  forgiveness.

     That's when the door bursts open and the lady's husband,
     an irate MARQUIS enters with a pistol. His eyes blaze
     with madness. He aims the pistol at Aramis' head.

                                ARAMIS
                  On second thought, God's often
                  busy.
     Aramis leaps to his feet and sprints for the open window.

     As the Marquis aims and FIRES, Aramis puts one foot on
     the ledge and leaps into space. The shot misses him by
     inches.

                                                            26.

31   STREET BELOW                                                 31
     As d'Artagnan runs past. Aramis lands on top of him and
     they go crashing to the cobblestones. As they untangle
     themselves and get up...
                             ARAMIS
               Thanks. You broke my fall
               perfectly. But I do apologize
               for the inconvenience...
                             D'ARTAGNAN
                      (angry)
               Get off me!
     D'Artagnan pushes Aramis aside. Aramis grabs d'Artagnan
     by the scruff of his neck and pulls him back.

                             ARAMIS
               If there's one thing I can't
               abide, it's rudeness.
                             D'ARTAGNAN
               You fell on me!
                             ARAMIS
               And I apologized for it.
                             D'ARTAGNAN
               I suppose you'd like to teach me a
               lesson in manners, too.
                             ARAMIS
               I'd be honored.
     D'Artagnan brightens.   Another duel!
                             D'ARTAGNAN
               How's two o'clock behind the
               Luxembourg?
     Aramis bows politely.

                             ARAMIS
               If that's where you wish to die,
               I won't disappoint you. Until
               then...

     Aramis takes off.   d'Artagnan swells with pride.
                             D'ARTAGNAN
               Three duels in one day. I love
               this town.

                                                  CUT TO:

                                                            27.

32   EXT. LOUVRE - DAY                                            32
     The Royal Palace of Louis XIII.

                             ANNE (V.O.)
               Have you seen the King?
                             SENESCHAL (V.O.)
               No, Your Majesty.

33   INT. THRONE ROOM - DAY                                       33

     Anne, or rather, Queen Anne, steps into the throne room,
     a massive cathedral-like chamber. Twin thrones occupy
     a raised dais. An entire wall is covered with a spectac-
     ular map of the world. The map contains every known
     country and continent, including the New World. The
     SENESCHAL exits, closing the doors with a resounding boom.
     Anne pauses, all alone in the big, drafty chamber. And
     for the first time, she looks and acts her age. Barely
     a woman, chilled by the ghosts of all the French kings
     and queens who came before her. And a long way from
     home. Anne steps to the great map of the world. She
     reaches out to touch her own country, Austria, feels a
     pang of separation. We hear:
                             MAN (O.S.)
               Your Majesty...

     Anne reacts with a start. A tall, powerfully built man
     stands in the shadows, a spectre in red.
                             ANNE
               Cardinal Richelieu, you surprised
               me.
     Cardinal Richelieu steps out of the darkness.     He smiles.

                             RICHELIEU
               How was your ride?

     Richelieu's question takes her by surprise. He bows
     before Anne. Considering a reply, she extends her hand.
     The Cardinal kisses it.

                               ANNE
               My ride...?    Well, I... I'm not
               sure...
                             RICHELIEU
                      (rising up)
               Forgive me.
                             (MORE)
                                                   (CONTINUED)

                                                              28.

33   CONTINUED:                                                     33
                      RICHELIEU (CONT'D)
               But your welfare is
               more than a matter of personal
               interest. It is a matter of
               State. But rest assured, your
               secret is safe with me.

     His manner is both charming and paternal. Anne, smart
     enough to exercise caution in all her palace dealings,
     is nonetheless touched by his concern.

                                 ANNE
                  Thank you.
     Richelieu turns to the great map, speaks gently.

                                RICHELIEU
                  You're homesick.
                                ANNE
                         (after a beat)
                  Lonely. Is that the same thing?
                                 RICHELIEU
                  Sometimes.
     Richelieu brings his eyes back to Anne, continues:
                                RICHELIEU
                  Austria's loss is France's gain.
                                ANNE
                  I'm not sure my new husband shares
                  your opinion.
                                  RICHELIEU
                  Nonsense.    He's young, not blind.

                                ANNE
                  Mostly, he is absent. I've barely
                  seen His Majesty since our wedding,
                  and that was three months ago.
                  Whenever he's around me, he has
                  nothing to say.

                                RICHELIEU
                  Arranged marriages can be
                  difficult. Your father and I
                  thought yours would bring Austria
                  and France closer together.

                                                     (CONTINUED)

                                                            29.

33   CONTINUED:    (2)                                             33
                                ANNE
                  Countries align more swiftly than
                  people, I'm afraid. Louis and I
                  remain... far apart.
                                RICHELIEU
                  May I advise you?

     He says it with seeming humility, not condescension.        Anne
     nods assent.

                                RICHELIEU
                  Louis was only nine years old
                  when his father was assassinated.
                  He lost his childhood forever that
                  day. I have watched him grow
                  toward manhood, seen the toll his
                  life demands. A boy who is not
                  allowed to be a boy sometimes has
                  difficulty becoming a man. He is
                  shy, yet boastful. Giving, yet
                  stubborn. But most of all, he is
                  not yet sure exactly who he is.
                  The boy who lost his father. Or
                  the King of France.
                                ANNE
                  But how can I...?

                                RICHELIEU
                  Flatter him. Make the boy feel
                  like a King. So that the King
                  may be your husband.

     Anne considers his eloquent advice, formulates a reply...
     when the huge doors to the throne room open with a dull
     boom, the Seneschal chants:

                                SENESCHAL
                  His Majesty, the King.

     The Seneschal steps aside as LOUIS XIII enters. He is
     surprisingly young, no older than d'Artagnan. His face
     is handsome and intelligent.

                                  RICHELIEU
                  Your Majesty.
                                LOUIS
                  Cardinal Richelieu, I've been
                  looking for you.

     As Louis strides toward them, Richelieu and Anne bow.
                                                   (CONTINUED)

                                                              30.

33   CONTINUED:    (3)                                              33
     When Louis sees Anne, he reacts with an almost imper-
     ceptible start. Her presence catches him off guard.

                                LOUIS
                  Oh. Anne. Hello. I didn't know
                  you were here.

     Louis hides his nervousness, not to mention his love,
     behind a formal veneer. Anne, emboldened by Richelieu's
     confidences, replies:

                                ANNE
                  Would you like me to go?
     Louis suddenly remembers the reason he's here.       Determin-
     ation breeds a more capable attitude.

                                LOUIS
                  No.  Please, stay.
                         (to Richelieu, aware
                          that she is watching
                          him)
                  Your Eminence, I demand an answer.

                                RICHELIEU
                         (hiding his amusement)
                  Perhaps if I knew the question...
                                LOUIS
                  I've just been told that you went
                  ahead and disbanded my Musketeers.
                                RICHELIEU
                  You approved the decision.
                                LOUIS
                  But not the timing of the matter.
                  I intended to address them myself,
                  explain the situation...
                                RICHELIEU
                  Your Majesty, France is on the
                  brink of war. We dare not
                  hesitate.

                                LOUIS
                  But these men are my personal
                  guards...
                                RICHELIEU
                  They are the bravest fighters in
                  France.
                                (MORE)
                                                     (CONTINUED)

                                                                31.

33   CONTINUED:    (4)                                                33
                                RICHELIEU (CONT'D)
                  We'll need them in the
                  field if we're to win this war
                  with England. Buckingham plans
                  to invade La Rochelle within the
                  month. I thought it best to act
                  quickly --

                                LOUIS
                  I will be the judge of what is
                  best. For me, and for France.

     He says it with newfound resolve. Richelieu receives the
     rebuke with quiet grace. Anne watches the latter closely,
     suppresses a smile. The boy is nearer to King than
     Richelieu imagined.

                                 RICHELIEU
                  Of course.   Forgive me.
     A tense beat.    Anne, feeling out of place, steps toward
     the door.
                                 LOUIS
                  Anne?   Are you all right?
                                ANNE
                  You two should continue this
                  discussion in private.
                                LOUIS
                         (hesitates, seeks a
                          reason for her to
                          stay)
                  Your thoughts on the matter
                  interest me. They might... help.

                                ANNE
                  It seems to me that... you're
                  doing very well on your own.

     She means it.    Anne smiles, exits.      A beat.   Louis sighs.
                                LOUIS
                  She's beautiful.

                                 RICHELIEU
                  Extremely.
                                 LOUIS
                  Intelligent.

                                 RICHELIEU
                  Very.

                                                     (CONTINUED)

                                                              32.

33   CONTINUED:    (5)                                               33
                                LOUIS
                         (after a beat)
                  Sometimes she scares me half to
                  death.
                                RICHELIEU
                  May I advise you?

     Repetition reveals calculation. Louis nods.       And the
     Cardinal surprises with quiet humor:

                                RICHELIEU
                  She scares me too. As do all
                  women who join beauty to
                  intelligence. What's a man to
                  do?

                                LOUIS
                         (enjoying the Cardinal's
                          humor)
                  I have no idea.
                                RICHELIEU
                  The course of love is full of
                  frightful turns. But, no matter
                  how you feel, no matter how
                  hopelessly afraid... never let
                  her know that you are anything
                  other than the bravest and most
                  confident man in France. Make
                  that your starting point, and
                  everything else will fall... into
                  place.

                                LOUIS
                  The bravest man in France...

                                RICHELIEU
                  Good advice for a shopkeeper.
                  Let alone a King.

     A beat. Richelieu acting as the lost father.        And Louis
     appreciating it, speaking as a son:
                                LOUIS
                  Your Eminence, I'm sorry that I
                  was sharp with you. It's just
                  that the Musketeers... well, they're
                  not just my guards. They're my
                  friends too.

                                 RICHELIEU
                  I know.   But don't worry.
                                 (MORE)

                                                    (CONTINUED)

                                                               33.

33   CONTINUED:    (6)                                               33
                                RICHELIEU (CONT'D)
                  From now on, I'll take complete
                  responsibility for your welfare.
     Indeed he will.

                                                     CUT TO:

34   INT./EXT. THRONE ROOM/HALLWAY - DAY                             34

     Richelieu bursts out of the Throne Room and is joined by
     Rochefort. Walking quickly down a long hallway.
                                ROCHEFORT
                  He's a foolish boy. And barely
                  that.
                                RICHELIEU
                  That foolish boy is about to
                  become a man.
                         (off Rochefort's
                          look)
                  Which is all the more reason for
                  us to act... quickly.
                                ROCHEFORT
                         (reacts, knows what
                          this portends)
                  And the Queen...?
                                RICHELIEU
                         (he smiles, lewd)
                  She will receive me in ways she
                  never thought possible. Privately.
     HOLD ON the Cardinal and Rochefort, watching the King and
     Queen below.
                                                     CUT TO:


35   EXT. STREETS OF PARIS - DAY                                     35
     D'Artagnan walks proudly toward the Carmes-Deschaux
     monastery, bold and brave, his future at hand. Suddenly.

                                COACH DRIVER (O.S.)
                  Get out of the way, idiot!!

     A speeding carriage bears down on him. D'Artagnan leaps
     from its path, stumbles. He looks up in time to see the
     passenger inside, and for a moment, time seems to stop.
                                                     (CONTINUED)

                                                           34.

35   CONTINUED:                                                  35
     She is a noblewoman of remarkable beauty, her face framed
     by the carriage window. Long blonde curly hair that
     cascades in ringlets to her shoulders, languid blue eyes,
     and skin as white as alabaster. She is known as MILADY
     DE WINTER. She is to sex, what Constance is to innocence.

     D'Artagnan watches as if in a dream. The carriage, the
     beautiful woman inside it. Paris wraps its arms around
     the young man's heart. Suddenly: a second face enters the
     carriage window, replacing hers, jarring by contrast. It
     is the fierce visage of Milady's Indo-Chinese Bodyguard,
     PARKER. The bodyguard glares, pulls at the carriage
     window curtains, taking Milady, the dream, from view.
     HOLD ON d'Artagnan, bewitched, as the CARRIAGE RUMBLES off
     into the city.

                                                 CUT TO:

36   EXT. STREETS OF PARIS - SEINE - POV SHOT - DAY              36
     A beautiful house situated near the Seine. Milady's
     carriage stops before it. She steps to the street,
     Parker follows. After a brief spoken exchange, the body-
     guard departs on some errand. HENRI, the driver, a brutal-
     looking fellow, incongruous in his elegant coachman's
     uniform, snaps the reins, and guides the carriage away.
     Milady steps inside.


37   ANOTHER ANGLE - POV                                         37
     REVEALS this to have been the POV of two men standing in
     the shadows across the street. COUNT DE WINTER, forty-
     five, a kind face etched with sadness, and ARMAND DE
     WINTER, twenty-five, his son. They are well-dressed. But
     their manner and appearance suggests that they have
     traveled a long distance to find her.
                               COUNT DE WINTER
                  Wait here.
                                ARMAND
                  But, Father...

                               COUNT DE WINTER
                  Wait.
     He will not consider otherwise. Armand sighs, stands in
     the shadows, and watches his father cross toward Milady's
     house.
                                                 CUT TO:

                                                           35.

38   INT. MILADY'S HOUSE - DAY                                   38
     Milady stands before a mirror, reaches for one of the many
     ivory combs that adorn her hair. As she places the comb
     we notice a small flower-like tattoo on her arm. She
     pauses to admire her beauty, then to see the image of
     Count de Winter, now standing behind her, his eyes dark
     and cold. Milady does not move from the reflecting glass,
     she smiles.

                             MILADY
               Count de Winter.

                             COUNT DE WINTER
                      (as much happiness as
                       the thought allows)
               We found you.

                             MILADY
                      (eyes on the mirror)
               Yes. Now that you have, what
               will you do?
                             COUNT DE WINTER
               Bring you back. To pay for what
               you did to my son.
                             MILADY
               And if I resist...?
                             COUNT DE WINTER
                      (voice breaking with
                       emotion)
               I will kill you with my bare
               hands.

     The Count steps closer, close enough to touch. Milady,
     eyes bright with excitement, the smile still playing about
     her lips, replies:

                             MILADY
               Well if that's the case, I'd
               better start packing. But first,
               my hair...
     Milady, who has been removing combs throughout, reaches
     for the next, and...

                                                 CUT TO:

39   EXT. MILADY'S HOUSE - DAY                                   39

     Armand keeps his eyes on Milady's house opposite. No
     sign of his father. He looks about, impatient... and
     steps across the street to enter.

                                                 CUT TO:

                                                            36.

40   INT. MILADY'S HOUSE - DAY                                    40
     Armand climbs a flight of stairs.    Still no sign of his
     father, or Milady. He calls out:

                            ARMAND
               Father?

     Worry makes him hurry. Armand takes hasty steps into
     Milady's bedroom. The first thing he sees is his own
     face in the mirror. The second is his father's inert
     body below it. Armand gasps, races to his side. A thin
     trail of bright blood is seen briefly at the older man's
     ear. Armand gathers his father up into his arms, and
     begins to weep.
                                                  CUT TO:


41   EXT. CARMES-DESCHAUX MONASTERY - DAY                         41
     The monastery is a windowless building   bordered by a
     barren field, a dueling ground for men   who have little
     time to waste.  Athos sits on a stone   bench, waits for
     his adversary to arrive. His horse is    hobbled nearby.
     D'Artagnan rides INTO VIEW, dismounts.
                             ATHOS
               Ten minutes early.
                             D'ARTAGNAN
               I have another appointment at one.
                             ATHOS
               You'll miss it, I'm afraid.

                             D'ARTAGNAN
               I'll try my best to be on time.

     Athos appreciates the young man's retort, takes a closer
     look. Then he rises to his feet, the pain in his arm
     makes him wince.

                             ATHOS
               I asked two of my friends to act
               as seconds, but they are not as
               punctual.

     D'Artagnan notices Athos' pained expression, the blood on
     his sleeve.
                             D'ARTAGNAN
               But you're wounded.

                             ATHOS
               Don't worry. I fight just as well
               with my left hand.
                                               (CONTINUED)

                                                              37.

41   CONTINUED:                                                     41
                                D'ARTAGNAN
                  If you'd rather kill me another
                  time...
                                ATHOS
                  Thanks, but I see my seconds
                  coming now.

     Porthos and Aramis arrive on horseback. They dismount,
     view d'Artagnan with amazement. D'Artagnan reacts with
     similar surprise, smiles sheepishly.

                                PORTHOS
                         (to Athos)
                  What're you doing? You can't
                  fight this man.

                                ATHOS
                  Why not?
                                PORTHOS
                  Because I'm fighting him.
                                D'ARTAGNAN
                  Excuse me, monsieur. But not
                  until one o'clock.
                                ARAMIS
                         (amused)
                  Wait a minute. I've got a duel
                  with him, too.
                                 D'ARTAGNAN
                  Yes, sir.   But not until two.
                                ATHOS
                         (to d'Artagnan)
                  How long have you been in Paris?
                                D'ARTAGNAN
                  I arrived this morning.

                                ATHOS
                  You've been... busy.

                                D'ARTAGNAN
                  I've also fallen in love.
                                ATHOS
                         (gruff to a fault)
                  Better to die for love than to
                  live for it. Gentlemen?
                                                     (CONTINUED)

                                                              38.

41   CONTINUED:    (2)                                              41
     Athos gestures for Aramis and Porthos to stand aside. He
     draws his saber, ready to fight. A beat. And in that
     moment, d'Artagnan's face reveals an emotion he has never
     felt before in his young life. Fear. Athos sees it,
     allows him a moment to withdraw his saber. D'Artagnan
     does so, they square off, touch sabers, and...

     ... Jussac leads a patrol of the Cardinal's Guards INTO
     VIEW.
                                JUSSAC
                  There they are!!
     Athos and d'Artagnan separate as Jussac and his four
     swordsmen stride towards them.

                                 ARAMIS
                  Jussac.   Again.
     Athos steps forward to meet him.
                                ATHOS
                  I told you the next time we met
                  I'd want an answer. But I didn't
                  expect you so soon.
                                JUSSAC
                  The three of you are under arrest.
                  The boy's of no interest to me
                  and is free to go. Do you intend
                  to resist?
                                PORTHOS
                  Oh, don't be stupid. Of course we
                  intend to resist. Just give us
                  a second.

     Porthos huddles with Athos and Aramis.
                                PORTHOS
                  Interesting odds. Five of them
                  and three of us.
                                ARAMIS
                  It hardly seems fair. Let's give
                  them the chance to surrender.

                                D'ARTAGNAN
                         (interrupting)
                  Excuse me, but there are four of
                  us.

     They turn and regard d'Artagnan.
                                                     (CONTINUED)

                                                               39.

41   CONTINUED:    (3)                                               41
                                ATHOS
                  This is not your fight.    You're
                  not a Musketeer.
                                D'ARTAGNAN
                  I may not wear the uniform, but I
                  believe I have the heart of a
                  Musketeer.
     The three Musketters exchange smiles. D'Artagnan's
     youthful bravado manages a small dent in their cynicism.

                                PORTHOS
                  Bold and brave.

                                ARAMIS
                  A poet.
                                ATHOS
                  Have you got a name, boy?
                                D'ARTAGNAN
                  D'Artagnan.

                                PORTHOS
                         (startled)
                  D'Artagnan?
     The name has meaning for all of them. The Musketeers
     look at each other, deadpan, shake their heads.
                                ARAMIS
                  Impossible.

                                PORTHOS
                  It couldn't be.

     Athos knows that it is. He steps forward, extends a
     hand. The others follow, shake as well. Athos intro-
     duces each in turn.

                                ATHOS
                  Athos... Porthos... Aramis.
                                D'ARTAGNAN
                  Pleased to meet you... How do you
                  do?... Good to see you again...
     Meanwhile, Jussac and his Guards look on with increasing
     impatience. He clears his throat, draws his saber. The
     Musketeers turn toward the Guards, d'Artagnan standing
     among them.
                                                      (CONTINUED)

                                                         40.

41   CONTINUED:    (4)                                          41
                                PORTHOS
                  Well. Now that we're all
                  acquainted...
                                ATHOS
                  The Cardinal's Guards.

     D'Artagnan and the Musketeers draw their swords... and
     charge.

42   FIGHT                                                      42
     Suddenly: nine men are locked in mortal combat. Athos
     takes a Guard named Cahusac, Porthos battles BISCARAT,
     and Aramis battles with two adversaries at once.
     D'Artagnan looks for an opponent... and finds himself
     face to face with Jussac.
     The fighting style of the Musketeers is an exuberant mix-
     ture of styles and techniques. Athos is a brutal swords-
     man, his strokes overpowering and savage. His repertoire
     also includes swift kicks, solid punches, the occasional
     elbow when necessary. Aramis is a seamless and graceful
     technician, he handles his two opponents with balletic
     ease, an artist working with steel and flesh, rather than
     paint and canvas.
     And last, and perhaps the most entertaining of all,
     Porthos. He is a walking arsenal, carrying a variety of
     bizarre weapons on his body -- a crossbow, daggers, bolo,
     nunchucks -- all of which he uses with the polished skill
     of a master. Add this funhouse of armaments to his
     already impressive size and strength, and you have a one-
     man wrecking crew of epic proportions.
     D'Artagnan's youthful energy is by now familiar. He
     bounds about like a newborn tiger, encircles his adver-
     sary, changing stance and shifting his ground with alac-
     rity. Jussac is having a hard time defending himself
     against his opponent who seems to be attacking from all
     directions at once.
                                JUSSAC
                         (losing patience)
                  Stand still! How do you expect
                  me to kill you if you keep jumping
                  around!!

43   MONASTERY                                                  43

     A monk watches from the bell tower, incensed by the battle
     raging on the field below. He grabs the BELL rope, gives
     it a mighty pull... and sounds a clamorous ALARM.

                                                           41.

44   BACK TO SCENE                                               44
     Porthos reacts to the interruption with irritation. He
     produces a pair of nunchucks. Biscarat looks at the odd
     weapon with professional curiosity, slight confusion...
     and Porthos whacks him on the side of the head, knocks
     him to the ground.

                             PORTHOS
                      (eyes on the tower)
               Damn monks. Always spoiling
               everybody's fun.

     Aramis replies while shifting from one foe to the next.
                             ARAMIS
               They are nearer to God...

                             PORTHOS
               They're about to get a little
               nearer to the hilt of my sword.
                               ARAMIS
               Pagan.
                               PORTHOS
               Papist.
     Porthos slides over to handle one of Aramis' opponents.
     He'd rather bicker from close range. But Biscarat
     struggles to his feet, grabs his saber. Porthos sees
     him, sighs.
                             PORTHOS
                      (to Aramis)
               Excuse me?
                             ARAMIS
               I'm fine, thank you.

     And Porthos returns to his original foe. Meanwhile,
     Athos' heavy strokes take their toll. Cahusac staggers,
     wounded in arm, shoulder, grazed at the head -- and falls
     to the ground with a thud. Aramis calls out to him,
     indicates d'Artagnan:
                             ARAMIS
               Take a look at our young friend.

                             ATHOS
               You mean he's still alive?

     Not only is d'Artagnan alive, but he's making a fool out
     of Jussac.  Frustrated, enraged, Jussac makes a full lunge
     at him, but d'Artagnan ducks, then slips under Jussac's
     sword like a snake and runs him through.

                                                  (CONTINUED)

                                                              42.

44   CONTINUED:                                                     44
     Jussac falls to the ground, lies still.    He is dead.

     Athos and Aramis react, impressed. Then turn their full
     attention on weakening foes. They disarm and disable
     them with swift strokes. Meanwhile, Porthos chases
     Biscarat into a grove of trees. The Guard has discovered
     the better part of valor, now runs for his life. Porthos
     -- who is at play as much as he is war -- takes a Spanish
     bolo from his cloak, and whips the balls over his head.
     Biscarat hears the odd WHIZZING sound, turns to face him.
     The color drains from his face.

                                 BISCARAT
                  Now what...?

     Porthos lets the bolo fly -- it catches Biscarat about
     the neck, the balls slam into his head. The Guard drops
     to the ground without a sound.
                                PORTHOS
                  God, I love my work.


45   AFTERMATH                                                      45
     A sudden silence, save for the occasional dull groan.
     D'Artagnan scans the battlefield, sees Aramis bending
     over Jussac's body, speaking in solemn tones under his
     breath.
                                D'ARTAGNAN
                         (to Athos)
                  What's he doing?

                                ATHOS
                  Last rites. Aramis takes death
                  very seriously.

     Porthos returns in high spirits, stashes the bolo in a
     pouch under his cloak. D'Artagnan sees the other weapons
     there, including a boomerang. Maybe next time.

                                PORTHOS
                         (re: the bolo)
                  Do you know where this bolo comes
                  from?

                                D'ARTAGNAN
                         (a bold jest, given
                          the circumstances)
                  The Queen of America?

                                 PORTHOS
                  Spain.

                                                   (CONTINUED)

                                                                 43.

45   CONTINUED:                                                        45
     Porthos deadpans, then grins acceptance.      All for one,
     and one for all. D'Artagnan beams.

                                ARAMIS
                  Don't encourage him. By killing
                  Jussac, the boy's made himself
                  an outlaw too.

                                ATHOS
                  Not if he leaves Paris. Which is
                  exactly what he's going to do.

                                D'ARTAGNAN
                  I can't leave. I just got here.

                                PORTHOS
                  Go home, find a wench, live long
                  and prosper.
                                D'ARTAGNAN
                  Why can't I stay with you?
     Aramis and Porthos look to Athos.      As always, he will
     decide.
                                ATHOS
                  Because I do not want you to.
     It's hard to say whether he's acting out of concern for
     the boy... or he simply doesn't give a damn. Whatever
     the case, d'Artagnan is crestfallen. The Musketeers
     mount their horses, Porthos and Aramis adopt a friendlier
     tone.

                                ARAMIS
                  I know Athos may seem cold and
                  unfriendly, but don't let that
                  fool you.
                                PORTHOS
                  He really is cold and unfriendly.

                                ARAMIS
                  But he's also right. This is our
                  fight, not yours. Go on, get out
                  of here.

                                D'ARTAGNAN
                  Whatever happened to the motto of
                  the Musketeers? 'All for one,
                  and one for all.'

                                  ATHOS
                  Wake up, boy.    The Musketeers are
                  just a dream.
                                                     (CONTINUED)

                                                            44.

45   CONTINUED:    (2)                                            45
     Athos spurs his horse, rides away. Aramis and Porthos
     follow. HOLD ON d'Artagnan as he watches the Musketeers
     grow small in the distance. Then, sadly, he steps to his
     horse, climbs into the saddle. It has been both the best
     and the worst day of his young life.

     That's when a group of horsemen come riding around the
     corner of the monastery -- five Cardinal's Guards led by
     Rochefort himself. They see their wounded comrades,
     Jussac dead, and the three Musketeers escaping in the
     distance.

                                ROCHEFORT
                         (pointing)
                  There they go! After them!

     But before Rochefort and the Guards can give chase,
     d'Artagnan rides into the middle of the field to
     challenge them, as if to further prove himself worthy
     of the blue and gold.
                                D'ARTAGNAN
                         (defiant)
                  Long live the Musketeers.
     And d'Artagnan draws his saber.


     AT DISTANCE
     The three Muskeeters rein their horses, look back to
     d'Artagnan's bold charge.
                                PORTHOS
                         (with admiration)
                  Do you believe this kid.

     D'Artagnan gallops toward the Guards to engage them.    He
     races through PISTOL SHOTS like a demon possessed.
     Rochefort rides to the lead, draws his sword.

                                ROCHEFORT
                         (shouts to the
                          others)
                  Fall back! I'll take him myself!

     And like two jousting knights, d'Artagnan and   Rochefort
     meet in the middle of the field. Their BLADES    connect
     with a resounding CLASH, d'Artagnan is knocked   clear of
     his saddle. He hits the ground with a painful    thud.
     Rochefort's Guards leap towards him.

                                                            45.

46   ANGLE TO INCLUDE MUSKEERS                                    46
     Porthos and Aramis are greatly moved by d'Artagnan's
     courage.

                              PORTHOS
                Rochefort's got the boy.

                              ATHOS
                       (seemingly unmoved)
                Too bad.
                              ARAMIS
                You can't just leave him.
     Athos spurs his horse, rides away. Aramis and Porthos
     exchange sad looks and hopeful comments.

                              ARAMIS
                He has a plan.
                               PORTHOS
                Definitely.   A plan.
     And with that, they gallop after.


47   BACK TO SCENE                                                47
     Meanwhile, d'Artagnan is soon outnumbered, and quickly
     subdued.
                              GUARD
                This boy fights like a wildcat.
                              D'ARTAGNAN
                       (exhausted)
                Thank you.

     The Guard clobbers d'Artagnan with the scabbard of his
     sword. The last thing d'Artagnan sees is the three
     Musketeers riding into the distance. Then the WORLD
     TILTS, GOES SUDDENLY BLACK.

     FADE IN:

48   EXT. BASTILLE - NIGHT                                        48

     The walls and towers of France's most infamous prison
     rise to meet a starless sky. The portcullis is raised
     by men-at-arms, admitting a spectacular crimson carriage
     pulled by a team of snow-white stallions. The emblem of
     the Cardinal of France is emblazoned on the carriage
     door, and THROUGH its WINDOW we see the profile of
     Richelieu.

                                                  (CONTINUED)

                                                              46.

48   CONTINUED:                                                     48
     Lovingly, he fingers the upholstery of his extravagant
     carriage.

                                                    CUT TO:

49   INT. DUNGEON - NIGHT                                           49

     A chamber in hell. Spiders the size of rats, rats the
     size of small dogs. A foul stench in the air. D'Artagnan
     is sprawled in a corner, unconscious, on a filthy matted
     floor. The sharp tip of a sword pokes him in the chest.
     D'Artagnan wakes with a start, springs back into action.
     As if he was still battling Jussac at the Carmes-Deschaux.
     He slaps the sword away, leaps to his feet, and reaches
     for his own. But it is gone.

                                 D'ARTAGNAN
                  My sword --
                                ROCHEFORT
                  It's magnificent. Where did you
                  get it?

     Rochefort steps INTO VIEW, the familiar eyepatch, admiring
     d'Artagnan's sword in his hands.
                                D'ARTAGNAN
                         (after a beat)
                  It belonged to my father.
                                ROCHEFORT
                  Your father...

     Rochefort studies d'Artagnan for a long moment, then...
                                ROCHEFORT
                  Well now it belongs to me. I
                  collect swords. I take them
                  from the men I kill.

                                D'ARTAGNAN
                  I'm not dead yet.
     D'Artagnan starts forward. But Rochefort raises the
     sword, points it at his throat. D'Artagnan freezes,
     feels the sharp tip of the blade.
                                 ROCHEFORT
                  Soon enough.

     Rochefort shoves d'Artagnan back to the floor with a
     heavy boot. A beat. D'Artagnan peers at his dismal
     surroundings.

                                                    (CONTINUED)

                                                              47.

49   CONTINUED:                                                     49
                                D'ARTAGNAN
                  Where am I?

                                ROCHEFORT
                  I'll give you a hint. It's not
                  the Louvre.

                                D'ARTAGNAN
                         (realizing)
                  The Bastille! I'm in the Bastille!

                                ROCHEFORT
                  Well, you're the first person who
                  was ever happy to be here.
                  Unfortunately, your visit will be
                  a short one.

                                D'ARTAGNAN
                  What do you mean?
                                ROCHEFORT
                  You killed one of the Cardinal's
                  Guards. An offense punishable
                  by death.
                                D'ARTAGNAN
                  He interrupted a duel I was
                  fighting.

                                ROCHEFORT
                  Also punishable by death.
                                D'ARTAGNAN
                  It was a long day.
                                ROCHEFORT
                  You know them?

                                D'ARTAGNAN
                  Who?

                                ROCHEFORT
                  The Musketeers.
     D'Artagnan says nothing.     He will not betray them.
     Rochefort leans close.

                                ROCHEFORT
                  Tell me where they are, and I
                  will be lenient.

                                D'ARTAGNAN
                  How?
                                                     (CONTINUED)

                                                             48.

49   CONTINUED:    (2)                                             49
                                ROCHEFORT
                         (after a beat)
                  I will give you your father's
                  sword.
     A long beat. D'Artagnan eyes the gleaming saber, forged
     in the Crusades. He nods, gestures for Rochefort to
     come closer. As if to impart a secret. Rochefort tilts
     downward, d'Artagnan rises up... and whispers.
                                D'ARTAGNAN
                  Give me my father's sword, and
                  I'll cut out your heart.
     Bold words, bad timing. Rochefort snarls, slams the hilt
     of the sword into d'Artagnan's head. The youth slumps
     from the wooden stool to the floor, unconscious.
                                 ROCHEFORT
                  Fool.   Like your father.
     Rochefort storms from the cell. He nods at a grizzled
     jailer on his way out, indicates the chains and manacles
     on the cell wall. The jailer scurries over to d'Artagnan,
     inert in a shallow puddle of foul water. He lifts, drags
     him toward the chains -- but d'Artagnan's eyes pop open,
     the jailer reacts with surprise, and...
                                                   CUT TO:
50   INT. BASTILLE - CORRIDOR - NIGHT                              50
     The jailer exits from d'Artagnan's cell, closes the heavy
     door behind him. A CLOSER look reveals d'Artagnan in the
     jailer's soiled tunic, eyes bright with adventure. He
     looks left and right -- dank corridors, darkness, the
     OCCASIONAL GROAN. And steps lightly into the shadows.

51   ON D'ARTAGNAN                                                 51

     He seeks exit, finds only a labyrinth. Two jailers con-
     verse, step towards him. D'Artagnan leaps into a cell
     doorway, allows them to pass. Suddenly: scabrous hands
     reach from inside the cell, grab d'Artagnan by the throat.
     He shudders, leaps free. And continues.

     D'Artagnan steps     deeper in the labyrinth. Frustrated,
     no way out. Just      then: more FOOTSTEPS heading toward
     him. D'Artagnan      seeks refuge, watches as a cloaked
     figure steps INTO     VIEW, accompanied by a retinue of
     sullen jailers.
     D'Artagnan thinks fast... and joins them.

                                                   CUT TO:

                                                           49.

52   INT. BASTILLE - NIGHT                                       52
     D'Artagnan keeps step with the cloaked figure, the ret-
     inue. He keeps his head down, glances at the corridor
     ahead, looking for a way out. But the cloaked figure is
     escorted up a long stairway, into another hall, and
     toward a pristine wooden door. D'Artagnan watches as
     the door opens, revealing... Cardinal Richelieu, a fear-
     some apparition in red, the most powerful man in France.

     D'Artagnan's jaw drops. The cloaked figure steps inside.
     The jailers disperse. D'Artagnan takes steps as if to
     join them... then turns back, eyes the door, the Cardinal
     and the cloaked figure now behind it.

53   ANGLE TO INCLUDE INTERIOR                                   53

     The cloaked figure bows to the Cardinal. Richelieu
     smiles, concupiscent. Rochefort stands in a corner,
     ignored for the moment.
                             RICHELIEU
               I have an errand that requires
               your singular talents.

     The figure rises. The hood falls back... revealing the
     unforgettable features of Milady de Winter. She answers
     the Cardinal's smile with a seductive expression.
                             MILADY
               I was beginning to think you'd
               forgotten me.
                              RICHELIEU
               Forget you?   Impossible.
     Richelieu and Milady share a look of intimacy, two vipers
     from the same pit.

54   OUTSIDE DOOR                                                54

     D'Artagnan slips closer, reaches for the handle, finds it
     unlocked. He opens the door a fraction, holds an ear
     close...


55   BACK TO SCENE                                               55
     Richelieu produces a sealed document from his sleeve,
     and hands it to Milady.

                             RICHELIEU
               Carry this to the Duke of
               Buckingham.

                                                (CONTINUED)

                                                               50.

55   CONTINUED:                                                      55
                                MILADY
                         (impressed)
                  You did it. An alliance with
                  Buckingham.
                                RICHELIEU
                  The King left me no choice. Now
                  that he's come of age, the boy
                  believes he should rule France.
                  Instead of me.

     Rochefort knows what this portends.    He steps from the
     corner.
                                ROCHEFORT
                  You're going to go through with
                  ... everything?
                                RICHELIEU
                         (silences him with
                          a glance)
                  Yes. Everything.
                         (to Milady)
                  You're to leave for Calais at
                  once. A ship called the
                  Persephone will carry you to
                  England. It sails Tuesday,
                  midnight. I want Buckingham's
                  signature next to mine before the
                  King's birthday. Friday.
                                MILADY
                  Consider it done.

                                RICHELIEU
                  And doing so, shall earn you the
                  gratitude of... a King.

     Richelieu's not talking about Louis.    He's talking about
     himself.

                                                     CUT TO:

56   INT. BASTILLE - CORRIDOR - NIGHT                                56

     D'Artagnan leaps back from the door as it opens, head
     down, shuffles to join the retinue of jailers as they
     RETURN TO VIEW. Milady, unrecognizable behind her cloak,
     steps into the corridor, the retinue escorts her forward.
     D'Artagnan falls into place, eyes down, eager for escape.
     Just then: a hand slams down upon his shoulder.
     D'Artagnan looks up into the face of Captain Rochefort.

                                                            51.

57   EXT. BASTILLE - MILADY'S COACH                               57
     Exiting.
                                                CUT TO:

58   INT. BASTILLE - NIGHT                                        58

     D'Artagnan lands with a thud at Richelieu's feet.
     Rochefort hisses:
                              ROCHEFORT
                On your knees.

     When d'Artagnan fails to respond, Rochefort gives him a
     mighty kick. D'Artagnan scrambles into the correct
     posture of supplication. Rochefort continues:

                              ROCHEFORT
                This is the boy who killed
                Jussac.
                              D'ARTAGNAN
                I can explain that --
                               ROCHEFORT
                Silence!
     Rochefort punches d'Artagnan in the head, knocking him to
     the floor. The Cardinal frowns.

                             RICHELIEU
                Rochefort. Violence solves
                nothing. Leave him to me.
     D'Artagnan reacts to the Cardinal's reasonable tone.
     Rochefort makes a sullen exit. The Cardinal smiles.
                                RICHELIEU
                Please.    Sit down.
     D'Artagnan reacts with perceptible awe, as if seeing his
     first movie star. He sits in a finely brocaded chair,
     looks at the Cardinal, an apparition in red. The Cardinal
     speaks, his manner casual, friendly.
                              RICHELIEU
                How much did you hear?

                              D'ARTAGNAN
                       (busted)
                Not a word, Your Eminence. I
                stepped from my cell for a breath
                of air, and became lost in the
                corridors, it's dark as you know,
                but then I saw a light up ahead,
                the light over your door, I...
                                                 (CONTINUED)

                                                              52.

58   CONTINUED:                                                     58
     Richelieu smiles, dismisses d'Artagnan's tale with a
     wave of his hand.

                                RICHELIEU
                  You may have many talents, my
                  young friend. But guile is not
                  one of them. Do you have a name?

                                D'ARTAGNAN
                  D'Artagnan.

                                RICHELIEU
                  I've heard that name before.   Are
                  you a Gascon?

                                D'ARTAGNAN
                  Yes, Your Eminence.
                               RICHELIEU
                  Tell me. What brought you to
                  Paris. And don't say 'a horse.'
                                D'ARTAGNAN
                  I came to join the King's
                  Musketeers.
                                RICHELIEU
                  Bad timing.

                                D'ARTAGNAN
                  So I've heard.
                                RICHELIEU
                  D'Artagnan, I like you. I could
                  use a capable young man like you
                  in my Guards.

                                D'ARTAGNAN
                  I'm honored, Your Eminence, but I
                  don't think I would be very
                  popular with the other men. Not
                  after today.
                                RICHELIEU
                  I suppose not. Your heart is set
                  on being a Musketeer.
                         (off his look)
                  When I was your age, I too had
                  dreams of joining the Musketeers.

                                D'ARTAGNAN
                         (surprised)
                  You, Your Eminence?
                                                     (CONTINUED)

                                                              53.

58   CONTINUED:    (2)                                              58
                                RICHELIEU
                  Why not? Becoming a Musketeer is
                  the fantasy of every young
                  Frenchman. Or should I say it
                  was...
                         (with seeming
                          kindness, reason)
                  Like the Knights of the Round
                  Table, the Musketeers have
                  outlived their usefulness. They
                  are a thing of the past.
                         (beat)
                  And so have your three friends.
                  Tell me where they are, d'Artagnan,
                  and I will spare your life.

     Richelieu's seeming kindness conceals a heart of ice.
     D'Artagnan sees it now, replies quietly. No longer in
     awe, but in opposition.
                                D'ARTAGNAN
                  I'm sorry. But I can't tell you
                  what I do not know.

                                RICHELIEU
                  In that case, give my regards to
                  the headsman.
                                D'ARTAGNAN
                  What about my trial?
                                RICHELIEU
                  You've just had it.

     Richelieu turns for the door, means to dismiss him.
     D'Artagnan calls after.

                                D'ARTAGNAN
                  Wait --
                               RICHELIEU
                  Why? Do you object to losing
                  your head?
                                 D'ARTAGNAN
                  Yes.   I like it where it is.

                                RICHELIEU
                  Then tell me what I want to know,
                  and perhaps you will keep it there
                  a few years longer.
                         (beat)
                  Where are the three Musketeers?
                                                     (CONTINUED)

                                                              54.

58   CONTINUED:    (3)                                              58
                                  D'ARTAGNAN
                  I don't know.

                                RICHELIEU
                  And if you did?

                                D'ARTAGNAN
                         (after a beat)
                  I wouldn't tell you.
                                RICHELIEU
                  I admire your courage, young man.
                  You might have made a fine
                  Musketeer after all.

     Richelieu opens the door.       Rochefort waits on the other
     side.
                                RICHELIEU
                  But we'll never know, will we?
     Rochefort steps into the room, grabs d'Artagnan roughly
     by the arm, hurls him from the chair to the floor. This
     time Richelieu does not utter protest. Instead, he
     turns to the Captain, commands:
                                RICHELIEU
                  Find the three Musketeers and kill
                  them.
                                ROCHEFORT
                  They'll be dead by dawn.
                                RICHELIEU
                  A comforting thought. Good night,
                  d'Artagnan. Enjoy it. Morning
                  comes quickly.

     With that, Cardinal Richelieu sweeps into the dark.       HOLD
     ON d'Artagnan for a beat. History's pawn.

                                                    CUT TO:

59   EXT. BASTILLE - MARKET SQUARE - DAY                            59

     BELLS TOLL. A motley crowd gathers around the execution
     scaffold, held back by men-at-arms. A hooded executioner
     mounts the steps of the scaffold in the company of a
     PRIEST. The Priest wears a black cassock and a broad
     black sombrero. The executioner, a large man, raises
     his axe and touches the end of the blade, cutting his
     finger. Razor-sharp. The executioner holds up his
     bloody thumb.

                                                    (CONTINUED)

                                                         55.

59   CONTINUED:                                                59
     The crowd roars approval. And turns to regard the day's
     victim as he is rolled INTO VIEW.

     D'Artagnan stands, half-naked, his hands bound behind him,
     in a horse-drawn cart. The driver turns the cart, begins
     a circuit of the square. The blood-thirsty crowd cheers
     and jeers at d'Artagnan. But d'Artagnan keeps his head
     high. If he must die, he will die with dignity.

60   TOWER OF BASTILLE                                         60

     Rochefort watches from a tower overlooking the square.
     Richelieu appears beside him.

                                ROCHEFORT
                  Milady left at midnight.   By
                  private coach.
                                RICHELIEU
                  A remarkable woman. The most
                  beautiful I've ever known. And
                  the deadliest. Which would
                  explain my attraction.
                         (peering down at
                          the scene)
                  How is our young daredevil holding
                  up?

                                ROCHEFORT
                  He's wishing he'd never heard of
                  the Musketeers.
     Down below, the horse cart reaches the scaffold. A man-
     at-arms drops the tailgate, d'Artagnan steps down. He is
     taken into the custody of a CAPTAIN OF THE GUARDS, and
     several men-at-arms carrying muskets.

61   ANOTHER ANGLE                                             61

     The Cardinal's familiar carriage is parked a safe distance
     from the square. The Guards who attend it have wandered
     off to watch the festivities. The coachman remains,
     seated on top, braiding his whip. Suddenly, a gloved hand
     grabs the coachman, yanks him from his seat.

62   SCAFFOLD                                                  62

     D'Artagnan is led by the Captain of the Guards up the
     stairs to the execution platform. The executioner and
     the Priest wait patiently above. D'Artagnan sees the
     bloodstained block where his neck will soon lie; pales.
     The Priest mutters comfort:
                                                (CONTINUED)

                                                             56.

62   CONTINUED:                                                        62
                                PRIEST
                  Fear not, my son...

     D'Artagnan regards the Priest whose face is hidden be-
     neath the brim of his broad black hat. He holds a
     large Bible in his hands.

                                PRIEST
                  For we are with you, always.
     The Priest raises his face, reveals it... and winks.         It
     is Aramis. He whispers:
                                ARAMIS
                  All for one, and one for all...

     D'Artagnan's heart soars. He turns to face the execu-
     tioner. Porthos grins beneath the hood's overhang.
                                CAPTAIN OF THE GUARDS
                  Prepare the prisoner.
     Porthos lays his axe aside, approaches d'Artagnan in a
     threatening manner. He takes him by the scruff of the
     neck, and forces his head upon the chopping block. The
     crowd goes wild.
                                PORTHOS
                         (whispers into his
                          ear)
                  Don't worry, boy. You won't
                  feel a thing.
     The Captain of the Guards gives Aramis a suspicious look.
                                CAPTAIN OF THE GUARDS
                  Where is Father Rostand today?

                                ARAMIS
                  The good father is... all tied up.

                                 CAPTAIN OF THE GUARDS
                  Very well.   Proceed.
     Porthos nods.


63   ANOTHER ANGLE                                                     63
     Meanwhile, on the perimeter of the square, two figures
     ride on horseback, they wear familiar cloaks. A CLOSER
     look reveals Queen Anne and Constance. They ride through
     the city, towards the countryside beyond. But their
     progress has led them here. Anne frowns at the spectacle.

                                                    (CONTINUED)

                                                           57.

63   CONTINUED:                                                   63
                               ANNE
                  Barbarism.

                                CONSTANCE
                  Men call it justice.

                                ANNE
                  Are you surprised?
     She replies   with contempt, reins her horse away from the
     square, the   crowd, the executioner's axe. But Constance
     freezes in   place, eyes wide. As d'Artagnan, upon the
     cart, rolls   INTO VIEW.
                               CONSTANCE
                  It's him.

     For just a moment, their eyes lock. Inestimable space
     between. Constance's eyes fill with tears, she watches
     d'Artagnan. Porthos steps back from d'Artagnan, raises
     his axe. D'Artagnan shuts his eyes, wonders, mutters a
     silent prayer. That's when screams of panic erupt from
     the crowd. D'Artagnan raises his head to see the source
     of this mayhem.


64   MARKET SQUARE                                                64
     The Cardinal's crimson carriage races toward the scaffold,
     scattering the crowd in all directions. Men shout, women
     scream, all leaping to avoid the stallion's sharp hooves,
     the coach's THUNDEROUS spinning WHEELS. In the driver's
     seat, clutching the reins in one hand and CRACKING a WHIP
     in the other... is Athos.
     Porthos uses the heavy blunt end of the axe to topple the
     closest men-at-arms. Aramis opens his Bible, pulls out
     a PISTOL, and BLASTS the saber from the hand of the
     Captain of the Guards. A man-at-arms raises his musket
     to shoot the false priest, but d'Artagnan leaps out of
     nowhere, lands on him with both feet, knocking the man-
     at-arms off the scaffold.

65   CARRIAGE                                                     65

     Athos pulls up alongside the scaffold.
                                ATHOS
                         (the usual dour
                          expression, but a
                          hint of levity)
                  Gentlemen, your carriage.
                  Compliments of the Cardinal.

                                                 (CONTINUED)

                                                              58.

65   CONTINUED:                                                     65
     D'Artagnan rushes to the edge of the scaffold, springs
     into the air, landing on the seat beside him. Aramis and
     Porthos shed their disguises, jump after, light upon the
     carriage. The roof fabric tears, they drop into the
     plush interior below. Athos CRACKS the WHIP... and the
     stallions race off through the crowd, towards freedom.


66   SQUARE                                                         66
     Constance watches the escape, transfixed, delighted. As
     the carriage barrels from the scaffold, she thrusts a
     gloved fist into the air, triumphant.
                                 CONSTANCE
                  Yes!


67   TOWER                                                          67
     But the Cardinal looks on with horror.
                                 RICHELIEU
                  My carriage.


68   CARRIAGE                                                       68
     Athos produces a dagger, cuts the leather ties that bind
     d'Artagnan's wrists.
                                 ATHOS
                  Hold on!

     Athos cracks the whip, driving the horses onward.
                                                    CUT TO:

69   INT. CARRIAGE - DAY                                            69

     Aramis and Porthos have settled in comfortably.      Porthos
     spies a wicker hamper on the floor.
                                PORTHOS
                  Well, what have we here?

     Porthos lifts the lid. Inside: bottles of wine, champagne,
     and a wide assortment of foods.

                                PORTHOS
                  How considerate of the Cardinal
                  to provide us with a snack.
                                                    (CONTINUED)

                                                               59.

69   CONTINUED:                                                      69
     Porthos extracts a bottle of wine, grabs a turkey leg.
     Aramis looks about the interior, spies a small ornate
     box.
                                 ARAMIS
                  Hello.

     Aramis opens the box, reacts.        It is filled with gold
     coins, jewelry.
                                ARAMIS
                  How is it that a man of God
                  becomes a man of gold?
                                PORTHOS
                         (looks on, grins)
                  Trinkets for the ladies.
                                 ARAMIS
                  Let's share.

70   STREETS OF PARIS - CARRIAGE                                     70

     Aramis sticks his head through the hole in the fabric
     roof, hands the ornate box to d'Artagnan.
                                ARAMIS
                  Would you be so good as to
                  distribute these? Your generosity
                  will be greatly appreciated.
                                D'ARTAGNAN
                         (open the box, reacts)
                  But...?
                                ARAMIS
                         (to the point)
                  Throw the coins, boy.     The people
                  are hungry.

     D'Artagnan grabs a handful of coins, and tosses them into
     the air. Aramis smiles approval, drops back to the
     carriage interior. Pedestrians see the gold, shout, and
     leap after. Their hurried steps impede the Guards' pro-
     gress, horses rear up, soldiers tumble. But several of
     the Guards manage to avoid the obstacle, pursue the
     carriage with renewed determination. D'Artagnan hears a
     LOUD POPPING sound, ducks.

                                D'ARTAGNAN
                  They're firing at us!

                                                     (CONTINUED)

                                                             60.

70   CONTINUED:                                                    70
     Porthos sticks his head INTO VIEW, offers them a bubbling
     bottle of champagne, the source of the popping sound.

                               PORTHOS
                  Champagne?

                                ATHOS
                  You know I prefer wine.
                                PORTHOS
                  Don't go away.

     Porthos ducks down, returns with a new bottle.
                                PORTHOS
                  May I recommend this find
                  Cabernet?
     Porthos hands   the bottle to Athos. Athos hands the reins
     to d'Artagnan.    D'Artagnan struggles with the reins, tries
     to control the   horses. And beams, taking delight from
     every instant   of adventure. Athos SMASHES the top of the
     BOTTLE, drinks   deeply, settles back to enjoy himself.

                                ATHOS
                  Turn right at the next street.
                                D'ARTAGNAN
                  The next right...?
                               ATHOS
                  Turn.
     Athos growls, d'Artagnan jerks at the reins. The carriage
     careens around the corner, tipping on two wheels.


71   INCLUDE INTERIOR                                              71
     Porthos looks up from his chest, champagne spilled all
     over his tunic... and a brand new sash.

                                PORTHOS
                         (to Aramis)
                  That's it. Next time, you drive.

                                                   CUT TO:

72   EXT. STREET - DAY                                             72

     The carriage charges up a steep hill. At the summit, Athos
     tosses aside his bottle, takes the reins from d'Artagnan.
                                                   (CONTINUED)

                                                               61.

72   CONTINUED:                                                      72
     D'Artagnan sighs with relief. Athos yanks the brake
     lever, brings the horses to a halt, and leaps down from
     the driver's seat. D'Artagnan follows. Athos pulls the
     passenger door open, revealing Porthos and Aramis inside.
     Gold coins on the carpet at their feet, food and drink
     between them.

                                ATHOS
                  Gentlemen, this is the end of the
                  line. I hope you had a pleasant
                  ride.
                         (to d'Artagnan)
                  Unhitch the horses.
                                D'ARTAGNAN
                  But the Guards.

     D'Artagnan points to the bottom of the hill.       The mounted
     Guards chase after, begin their ascent.
                                 ATHOS
                  Do as I say.
     D'Artagnan hurries to the horses. Porthos and Aramis
     climb from the cab. Porthos emits a contented belch.
                                ATHOS
                         (to Aramis)
                  Your pistol and powder, please.
     Aramis hands Athos a sack of powder, and his pistol.
     Athos tosses the sack into the carriage, takes aim with
     the PISTOL, and SHOOTS it -- igniting the powder inside.

                                 ATHOS
                  Stand back.

     The interior of the Cardinal's carriage bursts into
     flames.

73   BOTTOM OF HILL                                                  73
     D'Artagnan and the three Musketeers mount the Cardinal's
     white stallions, race off into the distance. Porthos
     shouts, laughing.

                                PORTHOS
                  I'd give five years of your life
                  just to see the Cardinal's face!

                                 ARAMIS
                  Ten!
                                                     CUT TO:

                                                            62.

74   RICHELIEU'S FACE                                             74
     The Cardinal's face is contorted in fury. He    steps out of
     a horse cart, approaches the charred remains   of his be-
     loved carriage. He stares at the smouldering    ruin for a
     long beat. Rochefort and a company of Guards    stand near-
     by, wait for him to speak. When he does, his    tone is
     measured and calm.

                             RICHELIEU
               One thousand pistoles on each of
               their heads, dead or alive. The
               boy knows our plans.

     Rochefort reacts with surprise.
                                                  CUT TO:


75   EXT. WOODS - DAY                                             75
     D'Artagnan and the three Musketeers rest against tree
     trunks in a hidden glade, polish off the last of the
     Cardinal's food and drink. Their usual cynicism replaced
     by something approaching camaraderie. Aramis smiles as
     d'Artagnan attacks a turkey wing.
                             D'ARTAGNAN
               I haven't eaten in three days.
               I guess with all the excitement,
               I forgot.
                             ARAMIS
               Your trip from home has been an
               eventful one.

                             D'ARTAGNAN
                      (he can't quite
                       believe it)
               Three days.
                             PORTHOS
               I heard of a d'Artagnan once. He
               was a captain in the Musketeers
               when we were just recruits.
                             D'ARTAGNAN
               He was my father.

                             ARAMIS
               A good man, I'm told.

                             PORTHOS
               I knew there was something
               familiar about this boy.
                                                  (CONTINUED)

                                                               63.

75   CONTINUED:                                                      75
                                D'ARTAGNAN
                         (sadly)
                  He died when I was nine.
     The mention of the elder d'Artagnan's death casts a pall.
     D'Artagnan continues, tentative, the memory still hurts.

                                D'ARTAGNAN
                  All my mother would tell me is
                  that he died in the service of
                  the King.

     An uncomfortable silence.     It is Athos who finally speaks:
                                ATHOS
                  D'Artagnan, your father and another
                  Musketeer were ambushed and
                  murdered outside the Louvre.
     D'Artagnan pales, stunned and silent.      He manages a
     broken whisper:
                                D'ARTAGNAN
                  This other Musketeer -- is he
                  still alive? I'd like to talk
                  to him.
     Athos shakes his head.     Porthos adds:

                                PORTHOS
                  You already have. His name is
                  the Count De Rochefort.
     D'Artagnan isn't listening. He stands suddenly, turns,
     and walks away. He doesn't want the Musketeers to see
     the tears forming in his eyes. Aramis shouts after:

                                ARAMIS
                  D'Artagnan.
                                                   CUT TO:

76   EXT. WOODS - DAY                                                76

     D'Artagnan stands at a flowing stream, wipes the tears
     from his eyes. Aramis appears at his side, offers silent
     comfort, a hand on d'Artagnan's shoulder.
                                D'ARTAGNAN
                         (quietly)
                  I imagined his death a hundred
                  time.
                                (MORE)

                                                   (CONTINUED)

                                                                 64.

76   CONTINUED:                                                        76
                                D'ARTAGNAN (CONT'D)
                  On a battlefield, defending
                  his King. Fighting bravely for
                  France. And now... I will find
                  the man who murdered my father
                  and kill him where he stands.

                                ARAMIS
                  A man is better measured by his
                  life than by his death. Your
                  father was bold, and brave.

                                D'ARTAGNAN
                  But you never knew him...

                                ARAMIS
                  He lives in you.
     That's all the evidence Aramis requires.       D'Artagnan
     pauses to reflect. Then wonders:
                                D'ARTAGNAN
                  And your father?

                                ARAMIS
                  I was orphaned at a young age.
                  The church took me in.
                                D'ARTAGNAN
                  You didn't have one.
                                ARAMIS
                  But I did. He was a great man,
                  a leader of the church. And his
                  example inspired me to dedicate
                  my life to God's service.

     Aramis opens his cloak, reveals a priestly cloth.       A
     secret he carries near to his heart.
                                D'ARTAGNAN
                  You were a priest...
                                ARAMIS
                  I was a fool.
                         (eyes on the cool
                          water)
                  This great man, this father,
                  betrayed the church, and turned
                  his back on God. To worship power
                  and gold.
                                (MORE)
                                                     (CONTINUED)

                                                              65.

76   CONTINUED:    (2)                                              76
                                ARAMIS (CONT'D)
                         (quietly)
                  It broke my heart to see it.
                                D'ARTAGNAN
                  And you became a Musketeer.

                                ARAMIS
                  I joined the Musketeers and a
                  strange thing happened. I got my
                  faith back.

                                D'ARTAGNAN
                  But who was that man...

                                ARAMIS
                         (turns to face him)
                  All of France knows him. His
                  Eminence, the Cardinal Richelieu.
     D'Artagnan nearly jumps from his boots.
                                                    CUT TO:


77   EXT. ROOF OF PALAIS CARDINAL - DAY                             77
     Richelieu stands on the roof   of the Palais, lost in
     thought.  He looks down and   sees, through the smoke and
     mist, the silent rooftops of   Paris, pointed, innumerable.
     Richelieu turns, and crosses   to an elaborate pigeon coop.
     Servants attach messages to   the legs of carrier pigeons.
     Rochefort steps INTO VIEW, anxious, out of breath.
                                ROCHEFORT
                         (bowing)
                  Your Eminence. The Musketeers
                  have been sighted riding north
                  on the road to Calais.

     Richelieu nods, he already knows.       He picks up one of
     the pigeons, strokes it gently.
                                RICHELIEU
                  Don't worry. Thanks to our winged
                  friends, every mercenary and
                  bounty hunter in France will be
                  waiting for them.
                         (with a smile)
                  Isn't modern communication a
                  wonderful thing?
                                                    (CONTINUED)

                                                               66.

77   CONTINUED:                                                      77
     Richelieu releases the bird, and watches it streak sky-
     ward, flying across the sky.

                                                     CUT TO:

78   EXT. WOODS - DAY                                                78

     The three Musketeers gather around d'Artagnan, listen to
     his story. In mid-telling:

                                D'ARTAGNAN
                  ... I couldn't hear it clearly,
                  I was standing by the door, the
                  voices were low --

                               PORTHOS
                  Go on.
                                D'ARTAGNAN
                  The Cardinal sent someone to
                  England. With a secret treaty.
                               ARAMIS
                  What?
                                D'ARTAGNAN
                  He's made an alliance with a man
                  named, Bucking... Buckingham.
     The Musketeers look at each other with alarm.
                                PORTHOS
                  The Duke of Buckingham?
                                D'ARTAGNAN
                         (nodding)
                  Do you know him?
                                ARAMIS
                  He rules England the way Richelieu
                  rules France.
                                D'ARTAGNANj
                  A ship called the Persephone waits
                  for the Cardinal's agent at
                  Calais. To take him to England.
                  Tuesday, midnight.
                                ARAMIS
                         (figuring)
                  Calais is over two hundred leagues
                  from here...
                                                     (CONTINUED)

                                                             67.

78   CONTINUED:                                                    78
                                PORTHOS
                  This messenger and the treaty will
                  prove the Cardinal a traitor. If
                  we can get our hands on them.
                                D'ARTAGNAN
                  What are we waiting for, let's go.

                               ATHOS
                  Wait.

     Athos stops their exuberant plots and plans with a
     single word. All turn, wonder.
                                ATHOS
                         (as always, the
                          bottom line)
                  Does the Cardinal know you have
                  this information?
                               D'ARTAGNAN
                  Yes.
                                ATHOS
                  Then he knows we have it too. And
                  he'll do everything in his power
                  to stop us.
                                PORTHOS
                  But with three men trying, one
                  of us might be able to make it.
                               D'ARTAGNAN
                  Four.
     Bold words. D'Artagnan matures by leaps and bounds.
     Athos almost smiles.

79   EXT. ROAD TO CALAIS - NIGHT                                   79

     Fog drifts across    a lonely stretch of road. Suddenly:
     pounding HOOFBEATS    come over the scene. MUSIC SWELLS.
     And galloping out    of the fog come d'Artagnan and the
     three Musketeers,    riding hell-for-leather. HOLD ON this
     heroic tableau for    a long beat.

80   EXT. BRIDGE ON ROAD TO CALAIS - NIGHT                         80

     Four rough-looking MERCENARIES crouch on a low bridge
     spanning a shallow stream. They are armed with muskets
     and swords. The Mercenaries wait in the darkness, whisper
     eagerly among themselves.

                                                    (CONTINUED)

                                                             68.

80   CONTINUED:                                                    80
     One of them hisses for silence, all conversation ends.
     And the sound of HOOFBEATS is heard in the distance.
     Faint, but growing closer.
                                MERCENARY
                  Shoot low. We'll need their
                  heads for identification.

     The Mercenaries raise their muskets, take aim. Right on
     cue, four horsemen come THUNDERING out of the mist. But
     just before they reach the bridge, the four horsemen
     break in half -- one pair rides to the left, the other to
     the right. Before the Mercenaries realize what's
     happened, the horsemen ride on either side, splashing
     through the shallow stream. In a flash, they return to
     the road, and race away. Having avoided the bridge
     completely.
     Cursing, the angry Mercenaries whirl about, FIRE at
     d'Artagnan and the three Musketeers as they ride into
     the night. Porthos' merry laugh drifts back to mock them.
                                                   CUT TO:


81   EXT. ROAD TO CALAIS - NIGHT                                   81
     An overturned wagon lies in the ditch. Beer kegs litter
     the roadway. The wagon's driver, an old FARMER, sits on
     one of the kegs, holding his head. D'Artagnan and the
     Musketeers gallop INTO VIEW, rein their horses to a stop.
                                FARMER
                         (with relief)
                  Thank God for a friendly face.
                  My horse broke loose. Can you
                  help me move these kegs out of
                  the road?
     D'Artagnan starts to dismount.

                                ATHOS
                  Stay on your horse.
                                D'ARTAGNAN
                  He needs our help.

                                 ATHOS
                  Don't worry.   We'll help him.

     Suddenly: two other men step before the wagon, pointing
     muskets. The ragged Farmer reaches inside his coat, pulls
     out a pistol, makes a smirking request:
                                                   (CONTINUED)

                                                            69.

81   CONTINUED:                                                   81
                                FARMER
                  Won't you step down... Musketeers?

                                ARAMIS
                  Gentlemen, I beg you. Please put
                  away your weapons and remove these
                  kegs from the road. We'd prefer
                  to ride on without having to kill
                  you.
     D'Artagnan and the "Farmers" gape at Aramis in surprise.

                                FARMER
                  You're threatening us?

                                PORTHOS
                  It's not a threat, it's a fact.
                  If you don't haul those kegs away,
                  you're dead where you stand.
     The Farmer laughs, contemptuously. He raises his pistol
     and aims it at Porthos' head. But before he can pull the
     trigger, THREE EXPLOSIONS ERUPT from under the cloaks of
     Athos, Porthos and Aramis.
     When the smoke clears, d'Artagnan is startled to see the
     three dead "Farmers" sprawled in the road and the three
     pistols emerging from beneath the cloaks of the
     Musketeers.
                                PORTHOS
                  Mine hit the ground first.
                                ATHOS
                  Mine was taller.
     Aramis swings out of the saddle and begins to perform
     last rites over the bodies. D'Artagnan still can't be-
     lieve what just happened. He turns to Porthos. Porthos
     raises the barrel to his lips and blows away the gunsmoke.

                                PORTHOS
                  There's only one rule, d'Artagnan
                  -- stay alive.

     THUNDER RUMBLES and RAINS begins to fall.

                                                  CUT TO:

82   INT. COUNTRY INN - NIGHT                                     82

     A large warm tavern with a ROARING FIRE.
                                                  (CONTINUED)

                                                             70.

82   CONTINUED:                                                     82
     Present are the INNKEEPER, his wife, a few benighted tra-
     velers and THREE BARMAIDS. They turn as the door flies
     open and the Musketeers and d'Artagnan enter from a RAGING
     STORM. They keep their cloaks drawn about them and wear
     the brims of their hats pulled low to cover their faces.

     The occupants of the inn regard the new arrivals with
     suspicion. Outisde, the STORM BLOWS. D'Artagnan closes
     the heavy door. Fearful, the Innkeeper comes forward to
     meet the four ominous travelers.

                                  INNKEEPER
                  Good evening.
                                ATHOS
                  See to our horses and bring us
                  some food.
                                INNKEEPER
                         (apologetic)
                  I'm sorry but we have little to
                  spare. The Cardinal's Guards were
                  here today. They helped
                  themselves to our food and then
                  refused to pay.
                                ARAMIS
                         (bitter)
                  In the name of God, I'm sure.
     Porthos is on the lookout for danger. He reaches inside
     his cloak for a weapon and, in doing so, accidentally
     exposes his Musketeer tunic.

                                BARMAID #1
                         (crying out)
                  Musketeers!

     The sound of SLIDING STEEL as Athos, Porthos, Aramis and
     d'Artagnan draw their swords, ready to fight. They stand
     back to back in a circle, ready for attack.

     But there is no attack. Quite the contrary.       The people
     here are thrilled to see them.

                                INNKEEPER
                         (honored)
                  Musketeers in my house! Gentlemen,
                  put away your swords and come in.
                  Anyone who fights the Cardinal is
                  welcome here.

     The Musketeers lower their swords.
                                                   (CONTINUED)

                                                             71.

82   CONTINUED:    (2)                                             82
                                ARAMIS
                  I think we've found a home.

     The Musketeers return their swords to their sheathes and
     take off their dripping hats and capes. The pretty
     Barmaids crowd around them to collect their gear and car-
     ry it to the fire.

                                INNKEEPER
                  We don't have much but what we
                  have is yours.

     Porthos rubs his hands together, eager to indulge himself.
     He follows the Barmaids, booming in his loud, friendly
     voice.

                                PORTHOS
                  Ladies, you're in for a treat
                  tonight. Allow me to introduce
                  myself. I'm the Musketeer they
                  call Porthos.
     Porthos beams, waiting for a big response but nothing
     happens. The Barmaids look at each other.
                                PORTHOS
                         (repeating; louder)
                  Porthos.

     Still no response.    Aramis and d'Artagnan hide smiles.
                                ARAMIS
                  It's hard to believe they haven't
                  heard of the great Porthos.
                                PORTHOS
                  Oh, shut up, Aramis.

     The three Barmaids perk up.
                                BARMAIDS
                         (with excitement)
                  Aramis? Did you say Aramis?
     And with that, the three Barmaids desert Porthos and
     scurry across the room to attach themselves to Aramis.
     Porthos shakes his head and flops down in a chair.
                                PORTHOS
                  I don't get it. I just don't
                  get it.

                                                   CUT TO:

                                                             72.

83   INT. TAVERN - NIGHT                                           83
     Moments later.   Porthos regales the Barmaids with a tale.

                             PORTHOS
               I said, 'A Queen is no different
               than a barmaid in the dark. Though
               less... practiced in the arts of
               pleasure...'

     The Barmaids accept his leering compliment with glee.
     But d'Artagnan isn't so sure. Porthos, with two Barmaids,
     bellows a reply.

                             PORTHOS
               If you're going to be a proper
               Musketeer, you'll have to learn
               the manly art of wenching. Right,
               ladies?
     The Barmaids heartily concur. D'Artagnan looks over
     Porthos' shoulder, to the dark-haired Barmaid seen previ-
     ously. Porthos follows his gaze, grins.
                             PORTHOS
               Ahh, very good. Your first
               subject. But you'll need
               instruction. Watch closely.
     Porthos pulls one of the Barmaids to his chest, brings
     her lips toward his.
                             PORTHOS
               The secret to wenching is the
               first kiss. For in that kiss, a
               lasting impression is made. If it
               is weak, she will think you are
               weak. And if it is comical, she
               will think you are a clown. With
               me?
                               D'ARTAGNAN
               Weak... weak.    Comical... clown.

                              PORTHOS
               Very good.   And as a Musketeer is
               never weak,  and only rarely a
               clown, your  first kiss must be all
               the things  that you are. Like
               this...
     Porthos gives the Barmaid a powerful kiss.      He breaks it,
     turns to d'Artagnan with a grin.

                                                    (CONTINUED)

                                                             73.

83   CONTINUED:                                                    83
                                PORTHOS
                  You may speak first if you like,
                  your name, her name, an endearment
                  or two. But words are usually a
                  waste of time.

                                ARAMIS
                  Only if you don't know which words
                  to say.
     All turn to regard Aramis. He'll play along too.
     Porthos reacts with delight. D'Artagnan with interest.
     Aramis continues:
                                ARAMIS
                  Words may make a more lasting
                  impression than a thousand of
                  Porthos' kisses.
                                BARMAID
                         (still reeling)
                  Not likely.
                                ARAMIS
                  I'll demonstrate. Please.   Sit
                  beside me.
     Aramis' courtly behavior is as out of place in these en-
     virons as it is persuasive. The Barmaid slips from
     Porthos' lap, sits down on the bench beside him.
     Aramis does not touch her. He simply looks into her
     eyes... and begins to speak.
                                ARAMIS
                  'Shall I compare thee to a
                     summer's day?
                  Thou art more lovely and more
                     temperate:
                  Rough winds do shake the darling
                     buds of May,
                  And summer's leash hath all too
                     short a date;
                  Sometime too hot the eye of heaven
                     shines,
                  And often is his gold complexion
                     dimmed;
                  And every fair from fair sometimes
                     declines,
                  By chance, or nature's changing
                     course untrimmed;
                  But thy eternal summer shall not
                     fade.
                                (MORE)
                                                    (CONTINUED)

                                                             74.

83   CONTINUED:    (2)                                             83
                                ARAMIS (CONT'D)
                  Nor lose possession of that fair
                     thou owest,
                  Nor shall death brag thou
                     wanderest in his shade,
                  When in eternal lines to time thou
                     growest;
                  So long as men can breathe, or eyes
                     can see.
                  So long lives this, and this gives
                     life to thee.'

     The Barmaid, once skeptical, sits silently. Her face
     covered with tears. Aramis pauses, almost embarrassed by
     the outcome. He turns to d'Artagnan, cites:

                                 ARAMIS
                  Shakespeare.
                                PORTHOS
                  That's cheating.
     The Barmaid on his lap disagrees.

                                BARMAID
                  It's beautiful.
     D'Artagnan looks at the dark-haired Barmaid across the
     room. Porthos urges him on.
                                PORTHOS
                  Come on, d'Artagnan. We haven't
                  got all night.

     D'Artagnan steps forward. The dark-haired Barmaid sees
     him coming and smiles. D'Artagnan stands before her,
     hesitates, not sure where to start. Then, remembering as
     best he can:
                                D'ARTAGNAN
                  'Shall I compare thee to a summer's
                    day?
                  Thou are move lovely and more
                     tempest, er, more tempered...'
                         (beat)
                  Ahh, to hell with it --

     D'Artagnan takes the Barmaid into his arms, delivers a
     powerful kiss. As previously demonstrated. Porthos and
     Aramis smile proudly. The Barmaids cheer.

                                PORTHOS
                  The boy's a natural.
                                                    (CONTINUED)

                                                            75.

83   CONTINUED:    (3)                                             83
                                ARAMIS
                  So little time, so much to learn.

     D'Artagnan drains his flagon, indicates Athos sitting at
     a table by himself, scowling, working on his third bottle
     of Burgundy.

                                ARAMIS
                  In all the years I've know him...
                  I have never seen Athos smile.

                                D'ARTAGNAN
                  Why is he sitting by himself?
                                PORTHOS
                  Athos takes his drinking seriously.
                  Ignore him. He'll be his usual
                  warm, charming self by morning.
                         (calls out)
                  Service! My lap is cold!
     A Barmaid scurries INTO   VIEW. Porthos grabs her by the
     waist, adds the Barmaid   to the one already sitting on his
     lap. The chair breaks    beneath them, and all three go
     sprawling on the floor,   laughing heartily.

84   ATHOS                                                         84

     He remains lost in drink. D'Artagnan appears beside him.
     He hides his concern behind a cheerful attitude.
                                  D'ARTAGNAN
                  Come join us.
     Athos pulls d'Artagnan down with a dark smile.     He fills
     his flagon for him.

                                ATHOS
                  You fight like a Musketeer. Let's
                  see if you can drink like one.

                                D'ARTAGNAN
                  I'll drink anything you put in
                  front of me.

                                ATHOS
                  Famous last words.
                         (raising his flagon)
                  What shall we drink to?

     D'Artagnan notices the dark-haired Barmaid eyeing him
     across the room.
                                                   (CONTINUED)

                                                             76.

84   CONTINUED:                                                    84
                               D'ARTAGNAN
                  Love?

     The word nearly makes Athos grimace. He stares at
     d'Artagnan for a long beat, then beyond. As if to look
     into another time and place. Finally:

                               ATHOS
                  Love.
                         (beat)
                  Would you like to hear a story,
                  d'Artagnan? A love story?
     Athos' voice reveals unexpected vulnerability, the pain
     he keeps inside. D'Artagnan is fascinated, moved. He
     nearly whispers:

                               D'ARTAGNAN
                  Yes.
     Athos takes a long pull from the bottle of burgundy,
     wipes the blood red wine from his lips.
                                ATHOS
                  I once knew a man... one of the
                  Counts of Berry. My native
                  province. When the good Count was
                  about your age, he fell in love
                  with a visitor from Paris. A
                  breathtaking girl of seventeen.
                  She was more than beautiful,
                  d'Artagnan. She was...
                  intoxicating. And this man, the
                  poor idiot, he married her.
                                D'ARTAGNAN
                  Isn't that what people do when
                  they fall in love?
                                ATHOS
                         (sharply)
                  Be quiet and listen.
                         (beat)
                  The Count took her to his castle
                  and made her the first lady of the
                  province. They were happy for a
                  time, as happy as a man and a
                  woman can be. Then one day, while
                  riding in the woods, the girl was
                  thrown from her horse, and knocked
                  unconscious. The Count hurried to
                  help her. Her dress was torn.
                                (MORE)
                                                    (CONTINUED)

                                                                77.

84   CONTINUED:    (2)                                                84
                                ATHOS (CONT'D)
                  On her her arm, the woman wore a
                  gold band in the shape of a
                  serpent. It was the only article
                  of clothing she refused to remove.
                  The Count's curiosity got the best
                  of him. He reached over and slid
                  down the gold band. He saw
                  something on her arm... something
                  she'd kept hidden 'til then...

                               D'ARTAGNAN
                  What?
                                ATHOS
                  The fleur d'lis. She'd been
                  branded...


85   ANOTHER ANGLE                                                    85
     D'Artagnan reacts with shock.
                                ATHOS
                  The Count's angel turned out to be
                  a murderess who escaped the
                  Executioner's blade. She swore
                  that she loved him. Swore that
                  she had changed. And if he would
                  just keep her secret, they would
                  live a long life together.
     Athos pauses, imagines that life.      The Count and his
     angel.
                                ATHOS
                  But the Count was young and he was
                  stupid. He was tormented by the
                  ridicule of his social class. And
                  so he rejected her. For her lies
                  and for her past.
                         (beat)
                  And turned her over to the
                  authorities to be executed for the
                  crime.

     Athos now turns his unflinching gaze on d'Artagnan.
                                ATHOS
                  But you see... his heart did not
                  agree.  The Count soon realized
                  what she had meant to him. And
                  what he had done.
                                (MORE)

                                                     (CONTINUED)

                                                              78.

85   CONTINUED:                                                     85
                                ATHOS (CONT'D)
                  That his... betrayal was far
                  greater than her own.
                         (beat)
                  Soon after he foreswore the
                  society that shaped him. Gave up
                  his title. And was never seen
                  again.
                                  D'ARTAGNAN
                  He loved her.

                                ATHOS
                  He killed her. It seemed like the
                  same thing after a while.

     HOLD ON Athos for a long time.       As he gathers up his pain,
     and puts it back again.
     Athos SMASHES open another BOTTLE. But the story has
     made d'Artagnan quite sober and a little sick to his
     stomach. He refuses another drink.
                                 ATHOS
                  Good.   More for me.
                                PORTHOS
                  Aramis -- play something with some
                  blood in it! I feel like dancing!
     Aramis launches into something appropriate. Porthos and
     a Barmaid get up and begin a festive folk dance.
     Porthos is damned good. His joie de vivre is infectious
     and soon everyone in the inn is clapping and encouraging
     him. Every once in awhile, another WEAPON -- a dagger or
     something -- drops out of Porthos' clothing and hits the
     floor with a CLATTER.

     That's when Porthos, dancing with abandon, spins out of
     control, trips and falls on Athos' table, crushing it to
     the floor.

     Porthos lies in the wreckage, staring up. Athos, totally
     unperturbed, looks down and offers him the bottle.

                                PORTHOS
                  Care to dance, Athos?
                                ATHOS
                  Only if I can lead.

     Porthos blinks in amazement at Athos' grim face, then
     breaks out laughing.
                                 PORTHOS
                  Aramis!   Athos made a joke!

                                                            79.

86   ANGLE                                                        86
     The Innkeeper comes down the stairs wearing a nightshirt
     and a sleepy expression.

                            INNKEEPER
              Excuse me, gentlemen.

                            D'ARTAGNAN
              Were we making too much noise?
                            INNKEEPER
              You told me to wake you at dawn.

                             ATHOS
              Well?

                             INNKEEPER
              It's dawn.
     They turn in disbelief to the shuttered windows. Sure
     enough. Sunlight is peeking in through the cracks.
                                                 CUT TO:


87   EXT. RURAL LANDSCAPE - DAY                                   87
     The sun rises, casts long shadows across a sparkling dew-
     wet field. D'Artagnan and the Musketeers ride INTO
     FRAME, continuing their journey to Calais. D'Artagnan
     squints ahead, wincing with every bump. Porthos grins.
                            PORTHOS
              Beautiful morning, eh, d'Artagnan?

     D'Artagnan is terribly hung-over from the night's
     carousing. He looks like he could puke at any moment.
     So that's exactly why Porthos shouts to him and says...

                              PORTHOS
              You know,   d'Artagnan, it's not a
              good idea   to travel on an empty
              stomach.    You really should have
              had a big   portion of those sheep's
              brains...

     D'Artagnan covers his mouth.    Porthos laughs good-
     naturedly.
                            D'ARTAGNAN
              My head feels like it's filled
              with the King's marching band.
              Would you please stop whistling?
                                                 (CONTINUED)

                                                              80.

87   CONTINUED:                                                     87
                                 PORTHOS
                  Whistling?   I'm not whistling.

                                D'ARTAGNAN
                  Well someone is.

                                PORTHOS
                         (to others)
                  The Barmaid's kiss left him dizzy.
                                ARAMIS
                  I hear it too. It sounds like...
                                ATHOS
                         (knows immediatley)
                  A connon ball.

     Athos is cut off by an EAR-PIERCING WHISTLE as a CANNON
     BALL drops out of the sky and STRIKES the ground nearby,
     sending up a tremendous EXPLOSION.
                                PORTHOS
                  I hate cannon balls.

     Another BALL EXPLODES into the ground in front of them.
     Their horses rear up in fear, threatening to dump them
     out of their saddles. As the Musketeers and d'Artagnan
     struggle to control their horses, they look back and see
     an old castle atop a distant hill.
     A group of men operate two rusted cannons, left over from
     some long-forgotten war.
     The Musketeers barely calm their horses, when another
     BALL comes SCREAMING their way, IMPACTING a few feet
     away. As dirt rains upon them:

                                ARAMIS
                         (to d'Artagnan)
                  How's your head now?

                                D'ARTAGNAN
                  I'm beginning to wish the Cardinal
                  had chopped if off.

                                ATHOS
                  Stay with us, and you just might
                  get your wish.
     Athos spurs his horse across the field, d'Artagnan and
     the Musketeers follow. But they discover crude battle-
     ments in their path. Athos changes direction, sees six
     horsemen waiting for them in the near distance. He
     changes direction again, as the horsemen charge after.

                                                     (CONTINUED)

                                                               81.

87   CONTINUED:    (2)                                               87
     They ride as fast their mounts will carry them. A cross-
     roads up ahead. Athos sizes up the situation, shouts
     command.
                                ATHOS
                  Split in half! D'Artagnan rides
                  with me!

     D'Artagnan nods, thrilled to go with Athos.
                                ARAMIS
                  We'll see you in Calais!
                               ATHOS
                  Or hell!

     Athos and d'Artagnan take off in one direction, Porthos
     and Aramis in the other. The pursuing horsemen soon
     race INTO VIEW, break in half to give chase.
                                                     CUT TO:


88   INT. QUEEN'S BATH - DAY                                         88
     A room heavy with mist and steam. Behind a maze of gauze
     screens, we discover Anne reclining in a large tiled bath,
     Constance attending. Constance replenishes the bath with
     pitchers of hot water drawn from a boiling cauldron.
     In mid-conversation, as confidantes and friends:
                                CONSTANCE
                  But how, your Majesty? How can
                  you tell if you're really in love?
                                ANNE
                  Do you think about him all the
                  time?
                                CONSTANCE
                         (considers; replies)
                  Yes.
                                ANNE
                  And when he's around, do your
                  knees feel as weak as water?

                               CONSTANCE
                  Yes.

                                ANNE
                  And when he looks at you, do you
                  suddenly forget how to breathe?
                                                     (CONTINUED)

                                                            82.

88   CONTINUED:                                                   88
                                CONSTANCE
                  Yes.

                                ANNE
                  Then you're in love.

                                 CONSTANCE
                          (thrilled by the
                           knowledge; knew it
                           all alone)
                  I am.

     Anne turns to Constance, soap and water swirl about her
     naked body. She wonders:

                                ANNE
                  Who is he?
                                CONSTANCE
                  You'll never believe it.
                                ANNE
                  Of course I will.

                                CONSTANCE
                  You won't.
                                ANNE
                  Who?
                                CONSTANCE
                  The young man who rescued us from
                  the bandit.

                                ANNE
                  The young man on the scaffold?

                                CONSTANCE
                  Yes.
                                ANNE
                         (turns back in the
                          water, peers ahead)
                  You're right. I don't believe it.

     A warm beat. Anne and Constance are friends as much as
     they are Queen and subject.
                                CONSTANCE
                  Are you in love, Your Majesty?

                                ANNE
                  What an impertinent question.
                                                   (CONTINUED)

                                                               83.

88   CONTINUED:    (2)                                               88
                               CONSTANCE
                  Are you?

     Anne pauses.    If only her life, her emotions, were as
     simple.

                                ANNE
                  My love... is a matter of state.
                  It's complicated.
     A sad beat.    Constance teases:

                                CONSTANCE
                  Do you think about him all the
                  time?

                                ANNE
                         (playing along)
                  As Queen, my mind touches on many
                  subjects.
                                CONSTANCE
                  Do your knees feel as weak as
                  water?
                               ANNE
                  Never.
                                CONSTANCE
                  When he looks at you, do you
                  forget how to breathe?
     A beat. And Anne is a girl of eighteen again, not Queen.
     Wistful, she replies:
                                ANNE
                  I hope he will someday.   I hope
                  I will too.
     HOLD ON Anne for a beat.

                                                     CUT TO:

89   INT. QUEEN'S BATH - DAY (LATER)                                 89

     Anne steps to a dressing chamber, wearing a long robe,
     arranging her thick wet hair into braids.
                                ANNE
                  Constance, have you seen my...?

     Anne stops short. Cardinal Richelieu waits for her in
     the dressing chamber, now bows, assumes a supplicant air.

                                                     (CONTINUED)

                                                              84.

89   CONTINUED:                                                     89
                                RICHELIEU
                  Your Majesty, forgive me.

                               ANNE
                  Cardinal.

                                RICHELIEU
                  I need your help. And could not
                  in good conscience wait another
                  minute.

                                ANNE
                  You want my help?
                               RICHELIEU
                  Yes.

                                ANNE
                  On what matter?
                                RICHELIEU
                  Your... husband.
                                ANNE
                         (remembering
                          Richelieu's last
                          encounter with Louis)
                  Your King.

     Richelieu allows the jest, remains silent, watchful.
     Anne resumes, chooses her words with care.
                                ANNE
                  Of course. As Your Eminence has
                  been kind enough to advise me...
                         (nods assent)
                  It's the least I can do.

     Richelieu reacts with quiet pleasure.    He steps closer.
                                RICHELIEU
                  I am worried about the King's...
                  happiness.
                                ANNE
                  What do you mean?

                                RICHELIEU
                  The Huguenot rebellion, occupation
                  in the Antilles and Cayenne. The
                  coming war with France. These are
                  not the usual hobbies of youth.
                               ANNE
                  No.
                                                     (CONTINUED)

                                                              85.

89   CONTINUED:    (2)                                              89
                                RICHELIEU
                  And now he wishes to postpone his
                  birthday celebration.
                               ANNE
                  Why?

                                RICHELIEU
                  He feels it is not... appropriate.
                                ANNE
                  It sounds as though he is
                  concerned with more important
                  matters.

                                RICHELIEU
                  Which is exactly why we must
                  celebrate.
                         (off her look)
                  To show the world that the King of
                  France is strong enough to face
                  any enemy on any field. To show
                  France... that he is King.
                         (beat)
                  He will listen to you. If you
                  will speak.
     Richelieu makes his case with forceful eloquence, seeming
     loyalty. Anne considers, replies, noncommittal:
                                ANNE
                  I will speak to him.
     Anne senses hidden agenda, intrigues below the surface.
     The conversation's conspiratorial tone begins to disturb
     her.

                                ANNE
                  Now, if you'll excuse me, I...
                               RICHELIEU
                  Of course.
     Anne nods, turns back toward the chambers.       Richelieu
     calls after.

                                RICHELIEU
                  Your Majesty?
                         (off her look)
                  Please understand that I do not
                  underestimate the value of your
                  assistance.
                                (MORE)
                                                    (CONTINUED)

                                                               86.

89   CONTINUED:    (3)                                               89
                                RICHELIEU (CONT'D)
                  And that I wish for you to
                  consider -- in fact, to know --
                  all that you and I might
                  accomplish. Together.
                         (quietly, as if
                          to justify)
                  For France.
     Richelieu steps away, his red cape swirling behind him.
     Anne feels a chill, pulls her robe more tightly about
     her body.
                                                     CUT TO:


90   EXT. LOUVRE (PARIS) - DAY                                       90
     Infantry troops drill outside the King's palace, prac-
     ticing muskets and sabers.
                                                     CUT TO:


91   INT. THRONE ROOM - DAY                                          91
     Louis watches from a balcony. Richelieu appears, fresh
     from his encounter with the Queen. Louis looks up,
     greets him with displeasure.


92   INT. THRONE ROOM AND GREAT HALL                                 92
     Louis watches from a balcony. Richelieu appears, fresh
     from his encounter with the Queen.
                                RICHELIEU
                  I'm sorry to be late, Your
                  Majesty, but I was wrestling with
                  an important matter of state.

     Richelieu never allows the mask to slip. Even for an
     instant. Louis glances at the throne room, the increasing
     number of Cardinal's Guards on duty. They make him feel
     uncomfortable. Louis speaks with renewed determination.

                                LOUIS
                  Why is it I don't see any of my
                  Musketeers?

                                RICHELIEU
                  I'm afraid... that's impossible.
                               LOUIS
                  Why?
                                                     (CONTINUED)

                                                              87.

92   CONTINUED:                                                     92
                                RICHELIEU
                  They have become outlaws. They
                  are terrorizing the countryside,
                  robbing and killing innocent
                  people.

     Louis can't believe it.

                                LOUIS
                  There must be some mistake.

                                RICHELIEU
                  No mistake. I have reports from
                  the local constables involved.

     Richelieu, ever prepared, produces a sheaf of papers. No
     doubt counterfeit. But Louis has no way of knowing. He
     takes the papers into his hands, reacts with sadness.
                                  LOUIS
                  Musketeers...
                                RICHELIEU
                  They are better off disbanded.
     Louis turns back to the balcony, the soldiers marching
     below. His mood glum and lonely. He sighs, moves on to
     another matter of business.

                                LOUIS
                  Your Eminence, I've been hearing
                  some very troubling rumors about
                  you.

     Richelieu nods, not the least bit concerned.
                                RICHELIEU
                  There are so many to choose from.
                  Is it the one about my alleged
                  alliance with Buckingham? Let's
                  see if I remember it correctly.
                  While the English attack from
                  without, I'll undermine the throne
                  from within -- depose you -- and
                  become sovereign of France myself.
                  That rumor, Your Majesty?

     Richelieu smiles, his face a mask of innocence.
                                LOUIS
                  It does seem rather farfetched.

                                                     (CONTINUED)

                                                              88.

92   CONTINUED:    (2)                                              92
                                RICHELIEU
                  If there are any doubts of my
                  loyalty, they'll be put to rest
                  when we appear together at your
                  birthday celebration.

                                LOUIS
                  I've been thinking about that. A
                  birthday celebration when we're
                  on the brink of war...

                                RICHELIEU
                         (alert, ready for
                          this as well)
                  Your subjects are eager to
                  celebrate the birth of their King
                  at a time like this.
                                LOUIS
                  I'm not so eager.
                                RICHELIEU
                  I have an idea. Why don't you
                  discuss the matter with your
                  Queen?
     Louis looks up, wonders. As Richelieu draws him deeper
     into his spider's strategems.

                                                    CUT TO:

93   EXT. FRENCH COUNTRYSIDE - DAY                                  93

     Porthos and Aramis ride hard, look back over their
     shoulders. They crest the top of a bluff, rein their
     horses to a stop. They can afford to rest for a moment.
     Their pursuit is at least a mile behind them.
                                ARAMIS
                  My horse will not survive another
                  league.
                               PORTHOS
                  And you?

                                ARAMIS
                         (in kind)
                  Ten, twenty at the most.

     Porthos looks into the near distance, manages a weary
     smile.
                                                    (CONTINUED)

                                                                 89.

93   CONTINUED:                                                        93
                                PORTHOS
                  Here's just the thing.     A nice,
                  relaxing boat ride.
     At the bottom of the hill: a crude ferry lands at the
     bank of a swift, choppy river.

                                                       CUT TO:

94   EXT. RIVER AND FERRY LANDING - DAY                                94

     The ferry is an open flatboat -- a wooden platform, about
     fifteen-by-twenty feet. It travels from one shore to the
     other by means of a ferry rope. Transport is slow, the
     trip to the other shore takes nearly five minutes.

     As Porthos and Aramis arrive, the flatboat is just re-
     turning, piloted by its FERRYMAN, a hunched and weather-
     beaten gnome. Four passengers wait to be carried across
     -- TWO GENTLEMAN CAVALIERS on horseback, and a country
     WOMAN and her child. As the flatboat enters its slip,
     the two Cavaliers urge their horses on board, rudely
     jostling the Woman and her child to the rear.
     The Ferryman, an experienced boot-licker, bows and
     scrapes to the Cavaliers, collects the coins they toss
     to his way.

                                FERRYMAN
                  A privilege to carry you on my
                  humble boat...
     The Ferryman turns a greedy eye on the Woman and child.
                                  FERRYMAN
                  Two pistoles.

                                WOMAN
                  But I only have one. Couldn't
                  my child ride free? She's so
                  small...
                                FERRYMAN
                         (hand outstretched,
                          demanding)
                  Two pistoles.
     A courtly voice intervenes.

                                ARAMIS
                  Put away your money, madame. You
                  and your child will cross the
                  river under our protection. For
                  free.
                                                  (CONTINUED)

                                                         90.

94   CONTINUED:                                                 94
     All turn to regard Aramis on horseback, Porthos at his
     side. The Woman reacts with grateful surprise. The
     Ferryman is outraged, spittle flies as he curses and
     protests.
                                FERRYMAN
                  Nobody rides for free! Under
                  your protection bloody well
                  indeed! I'll teach you a thing
                  or two about protection! Apple-
                  cheeked young fools!! -- Just who
                  do you think you are!!
                                ARAMIS
                         (waits for the
                          tirade to cease;
                          simply)
                  Musketeers.
     Two two Cavaliers react to the word. The Ferryman does,
     too -- into cringing, obedient servant.
                                FERRYMAN
                  Musketeers? Well, why didn't you
                  say so? Of course you'll ride for
                  free. I insist on it. This way,
                  pretty madame. My what a lovely
                  little girl...

                               ARAMIS
                  Porthos!
                               PORTHOS
                  What?
     Aramis takes Porthos by the shoulder and turns him so
     he can see their pursuers pouring over the top of the
     hill on their horses.
                               PORTHOS
                  We sail!

     And with that, Porthos takes the sharp edge of his boom-
     erang and brings it down on the dock rope. The rope
     splits and the ferryboat lurches away from the dock.


95   HILL AND SHORE                                             95
     The pursuers charge down the hill and ride to the end of
     the dock but they're too late. Porthos and Aramis have
     gotten away.

                                                          91.
96   FLATBOAT                                                   96
     Porthos laughs and taunts the angry pursuers. Aramis
     ties scarves around the horses' eyes to blindfold them
     for the crossing. Then he turns around and sees what
     Aramis is already seeing -- the two Cavaliers watch them
     with keen interest.
                             FIRST CAVALIER
               You're those Musketeers everyone's
               been looking for.

                              PORTHOS
                Popularity has its price.

     The First Cavalier smiles, produces a flask.
                              FIRST CAVALIER
                I have some excellent brandy here.
                Would you gentlemen care to drink
                a toast with us to the Cardinal?
                              PORTHOS
                We'd be happy to.
     Porthos produces a bottle from under his cloak.
                              PORTHOS
                If you'll drink one with us to
                the King.
                              SECOND CAVALIER
                But the only King we recognize...
                is the Cardinal.
                              ARAMIS
                There are those who would call
                that treason.
                              FIRST CAVALIER
                Happily, no such objections have
                been raised... here.
                               PORTHOS
                All right.   I'll object.

                              SECOND CAVALIER
                I'm listening.

                              PORTHOS
                Let's see. You are, by your dress
                and by your manner, members of a
                bone-lazy class of servile ninnyhammers
                whose slavish allegiance to His
                Eminence the Cardinal is as that
                of a dog who likes nothing better
                than to sniff today where he has
                peed the day before.
                              (MORE)
                                                 (CONTINUED)

                                                           92.

96   CONTINUED:                                                  96
                                PORTHOS (CONT'D)
                         (beat)
                  Piss is piss, no matter what robes
                  surround it.
                                ARAMIS
                  Well said. I'm impressed.
                  Ninnyhammers.
                                PORTHOS
                  I was momentarily inspired.

     The Cavaliers are not amused. The first replies in
     measured tones, his lips white with fury.

                                 FIRST CAVALIER
                  May I reply?
                                ARAMIS
                         (courtly)
                  By all means.
                                FIRST CAVALIER
                  Better to be a dog in the service
                  of a great master, than a beef-
                  witted moron so dazzled by the
                  throne that he does not see the
                  true nature of the foolish boy
                  who wobbles atop it. Which is to
                  say, that most muddy-brained of
                  all men... a Musketeer.
     The Cavaliers have already pulled out their swords.
     Porthos and Aramis now reach for their own. Porthos
     deadpans:
                                PORTHOS
                  Maybe there's something  about us
                  that just pisses people  off. At
                  least I'd like to think  so. It's
                  too bad we can only kill  them
                  once.

97   FIGHT                                                       97

     The middle of a river on a rocking flatboat is not the
     best place for a duel. But the combatants make the most
     of it. Slipping, sliding, and falling. They attack with
     everything they've got. The Cavaliers are excellent
     swordsmen. And, as if that were not enough, the
     Musketeers have an additional disadvantage -- they must
     keep the Woman and child clear of the flashing blades.
                                                  (CONTINUED)

                                                              93.

97   CONTINUED:                                                     97
     Porthos drives his opponent about the flatboat with a
     devilish grin, chases him between -- and at one point,
     over -- blindfolded horses.
     Aramis duels with the expected artistry, gradually re-
     ducing his opponent to tatters. At one juncture, the
     child loses her footing, slides toward the low end of
     the flatboat, the deep river beyond. Aramis executes a
     neat sidestep, stops the child's desperate progress with
     one arm while continuing to do battle with the other.
     He returns child to Mother with a grin, continues.

     The two Cavaliers are soon vanquished, groaning on the
     flatboat deck. Porthos and Aramis meet at the middle,
     breathless. Porthos complains:

                                PORTHOS
                  I've been called a lot of things
                  in my time...
                                ARAMIS
                         (eyes on the
                          opposite shore)
                  Porthos...
                                PORTHOS
                  But beef-witted is a little more
                  than I can stand, not to mention
                  unfair...
                                  ARAMIS
                  Porthos...
                                  PORTHOS
                  What?
     Aramis indicates the opposite shore as the flatboat
     approaches it. There, waiting patiently, swords and
     muskets already drawn... is a patrol of Cardinal's
     Guards.

                                  ARAMIS
                  Can you swim?
                                 PORTHOS
                          (doesn't like the
                           sound of this)
                  No.   My horse can.
                                  ARAMIS
                  That'll do.

                                  PORTHOS
                  But...?

                                                     (CONTINUED)

                                                              94.

97   CONTINUED:    (2)                                              97
     Aramis hurries to    his horse, takes off the blindfold.
     Porthos grumbles    after, follows suit. They leap atop
     their mounts, the    horses slip upon the wet deck as they
     guide them to the    edge.
                                ARAMIS
                  You go first and I'll watch your
                  progress.
                                 PORTHOS
                  No, no.   Please. After you.

     Stalemate. Then, they can't help it, Aramis and Porthos
     grin. Life is an adventure, lived to the fullest. They
     count...

                                ARAMIS AND PORTHOS
                  One, two -- three!
     And with that, as the Woman and child, the Ferryman look
     on, Aramis and Porthos guide their horses into the raging
     river. The Woman whispers after:
                                 WOMAN
                  Thank you.   God speed.
     Porthos manages a wink as he floats into the distance.


98   ON SHORE                                                       98
     The Cardinal's Guards react with anger and disbelief.


99   RIVER                                                          99
     A wild ride down the ROARING RIVER. Porthos clinging to
     his horse for dear life. Aramis keeping an eye on his
     fellow Musketeer... and the deep rapids up ahead.
     Through twists and turns, walls of white water, huge
     boulders, and gyrating whirlpools... Aramis and Porthos
     finally reach a quiet pool, a leafy shore beyond. They
     lead their horses from the water, step toward dry land...
     and see yet another (or perhaps the same) patrol of
     Cardinal's Guards. Waiting, swords drawn, for their
     arrival.
     Porthos looks down at his latest sash -- destroyed like
     the others. Aramis draws his saber, mutters.

                                ARAMIS
                  A nice relaxing boat ride...
                                                     (CONTINUED)

                                                                95.

99    CONTINUED:                                                      99
      And with that, Aramis and Porthos charge towards the
      Guards.

                                                      CUT TO:
100   EXT. DENSE FOREST - DAY                                         100

      Cool, clear water. WIDEN to reveal d'Artagnan and Athos
      at a shallow pond, watering their horses. The forest
      around them is dark and primeval.

                                 D'ARTAGNAN
                   Do you think we've lost them?
                                 ATHOS
                   They'll catch up eventually.

      To the point, as always. D'Artagnan pauses to look at
      their beautiful surroundings, remembers:
                                 D'ARTAGNAN
                   My father used to hunt in a forest
                   like this. He promised to take me
                   on my tenth birthday. I don't know
                   why he picked that year. Something
                   about a boy becoming a man. I'd
                   lay in bed at night and imagine it,
                   just the two of us. But he died
                   before I could go with him.
      Athos is unmoved, or so it would seem.       He replies with
      quiet cynicism:
                                 ATHOS
                   Well. You have your boyhood wish
                   at last. The dark forest. The
                   thrill of the hunt. The nearness
                   of death.
      Only d'Artagnan is the hunted, not the hunter.

                                 D'ARTAGNAN
                   I'd be proud to die for my King.
                                 ATHOS
                   I just wanted to save you from the
                   life of a Musketeer. You don't
                   have to go looking for experience,
                   d'Artagnan. It'll find you soon
                   enough. And when it does -- it
                   will mark you forever.

      Athos rides into the forest.    D'Artagnan hurries to
      follow.

                                                      CUT TO:

                                                          96.

101   EXT. FOREST - DAY                                         101
      Athos leads d'Artagnan through the forest. Sunbeams
      shoot down through thick branches like golden bars. A
      pastoral setting, almost peaceful. And then: THUNDERING
      HOOFBEATS. Athos and d'Artagnan turn in surprise, see
      SIX HORSEMEN CRASHING through the glade.


102   ANOTHER ANGLE                                             102
      Athos and d'Artagnan GALLOP through the dense forest.
      The horesmen FIRE PISTOLS as they ride. A SHOT grazes
      d'Artagnan's shoulder, he staggers, retains his mount.
      Athos leads them up a hillside, a series of boulders at
      the top. The climb is fast and treacherous, GUNFIRE all
      around them. Athos' horse is struck by a bullet, stag-
      gers forward... and collapses just as they reach the
      crest. D'Artagnan leaps off his horse, takes cover with
      Athos behind the boulders. Athos takes aim, FIRES a
      SHOT, and kills one of the horsemen below. The others
      curse, leap from their mounts, seek cover. SHOTS WHIZ
      back and forth like angry hornets.
      Stalemate, but not for long. They are badly outnumbered.
      The horsemen creep slowly up the hillside, from tree to
      tree. Athos turns to d'Artagnan as he reloads:
                              ATHOS
                I'll hold them off for as long as
                I can. Go on without me.
                              D'ARTAGNAN
                I can't leave you here. Not like
                this.

                              ATHOS
                Ride to Calais and stop the
                Cardinal's agent.

                              D'ARTAGNAN
                Athos... I can't.

      Athos points his pistol at d'Artagnan.
                              ATHOS
                Go, or I'll kill you myself.

      A few days ago, d'Artagnan would have obeyed without
      question. Fearful, if nothing else. But not here, not
      now.

                               D'ARTAGNAN
                A duel then.
                                                (CONTINUED)

                                                               97.

102   CONTINUED:                                                     102
                                 ATHOS
                   You're insane.

                                 D'ARTAGNAN
                   We never finished the first.

                                 ATHOS
                   All right. I'll toss a coin.
                   Tails I stay, heads you remain.
                   Agreed?

      D'Artagnan nods. Athos FIRES off another SHOT. He
      produces a gold coin, flips, slams it between palm and
      hand. And looks between.


103   ATHOS AND HIS POV                                              103
      Heads. D'Artagnan is to remain.       Athos looks up without
      missing a beat.
                                   ATHOS
                   Tails.    I stay.

      Athos returns the coin to his doublet without giving
      d'Artagnan a chance to see.
                                  D'ARTAGNAN
                   But...?
      Athos reloads, FIRES below. D'Artagnan recognizes the
      kindness he has received. That Athos cannot fully express
      it. And that there is no use arguing with him.

                                 D'ARTAGNAN
                   At least take my pistol.

      He gives it to Athos.      They clasp hands.
                                 ATHOS
                          (gruff; yet proud)
                   Don't let us down... Musketeer.
      There are tears in d'Artagnan's eyes.       He knows Athos
      hasn't got a chance.

                                 D'ARTAGNAN
                          (a choke of emotion)
                   I'll never forget you.

                                  ATHOS
                   Go!
      Athos turns away, SHOOTS at another horseman.       D'Artagnan
      runs to his MOUNT, GALLOPS away.

                                                               98.

104   D'ARTAGNAN                                                     104
      He rides, straining to hear the sounds of GUNFIRE. As
      long as the SHOTS continue, he knows Athos is alive.
      Abruptly... the SHOTS CEASE.
      D'Artagnan swallows his heart, and rides.

                                                     CUT TO:

105   EXT. ROAD TO CALAIS - NIGHT                                    105

      A lonely stretch of road, illuminated by moonlight. A
      signpost announces: CALAI 15 LEAGUES. An exhausted
      HORSE CLOPS INTO VIEW, its rider half-conscious in the
      saddle. It is d'Artagnan. He can barely keep his eyes
      open. Suddenly, d'Artagnan passes out, tumbles from
      his saddle, and lands in the middle of the road. He
      opens his eyes once -- a sky filled with stars -- then
      closes them.
      We hear HORSES, and the CREAK of a CARRIAGE APPROACHING.
      The DRIVER brakes, and the horses are brought to a halt
      just short of trampling d'Artagnan. In the darkness, we
      can make out other shapes, rugged men on horseback,
      bodyguards to the carriage's passenger. Milady de
      Winter.
                                 MILADY (O.S.)
                   What is it, Henri?
                                 HENRI (DRIVER)
                   There's a body in the road, Milady.
                                 MILADY (O.S.)
                   Be careful.
      Pistols are cocked.    Henri's shadow falls across
      d'Artagnan's body.
                                 HENRI
                   It's a young man. He appears to
                   be injured.
      We hear the CARRIAGE DOOR OPEN.     FOOTSTEPS to d'Artagnan's
      side.

                                 MILADY (O.S.)
                   My, what a handsome boy. Put him
                   inside with me.

      Strong hands grasp d'Artagnan and lift him from the cold
      ground.
                                                     CUT TO:

                                                            99.

106   D'ARTAGNAN'S POV - BLACK SCREEN                             106
      Out of the darkness, a face appears,   BLURRY and OBSCURED.
      It FILLS the SCREEN, slowly swimming   INTO FOCUS. It is
      Milady de Winter, even more beautiful   in CLOSEUP.
      Familiar, and no doubt deadly, ivory   combs gleam in her
      hair. She smiles warmly.

                                MILADY
                Welcome back.    Did you dream?

107   ANOTHER ANGLE                                               107

      reveals the interior of a bed chamber at a roadside inn.
      D'Artagnan, regaining his senses, finds himself propped
      up in a large bed. He blinks into the face of Milady
      who sits at the edge. His eyes widen with recognition,
      faint awe.
                                D'ARTAGNAN
                You.
                                MILADY
                Have we met?

                              D'ARTAGNAN
                I... saw you in Paris.
      D'Artagnan notices that his shoulder has been bandaged.
      He looks around the large room. A FIRE ROARS in the
      grate. Food and drink have been set upon a table.
      D'Artagnan continues, still groggy, uncertain:
                              D'ARTAGNAN
                Where am I...?
                              MILADY
                This is Calais.

                              D'ARTAGNAN
                       (with a jolt)
                Calais!
                       (muttered; to self)
                The ship... Tuesday at midnight...
      D'Artagnan leaps out of bed. Then realizes he is stark
      naked. Milady smiles. D'Artagnan gathers a bedsheet
      around him.
                              D'ARTAGNAN
                       (frantic)
                Where are my clothes?

                                                  (CONTINUED)

                                                                100.

107   CONTINUED:                                                       107
                                 MILADY
                   Filthy. I'm having them cleaned.
                   Is something wrong?
                                 D'ARTAGNAN
                   What day is it? What time?!

      D'Artagnan runs to a window, and throws open the shutters.
      Beyond: the harbor lights of the Port of Calais.
                                 MILADY
                   It's Tuesday, near nine.
                                  D'ARTAGNAN
                   Nine?   Are you sure?

      Somewhere in the night, a BELL TOLLS the HOUR.        Milady
      smiles.
                                 MILADY
                   Quite sure.
      D'Artagnan relaxes slightly.        Milady rises from the bed.
      She wears a sky blue dressing       gown, something soft and
      silken beneath it. D'Artagnan        reacts perceptibly. En-
      joying his discomfort, Milady       crosses the room, joins
      him at the window.
                                 MILADY
                   Are you in a hurry?
                                 D'ARTAGNAN
                          (after a beat)
                   How did I... get here?
                                 MILADY
                   I found you in the road.
                   Discarded. Like an unwanted
                   kitten. Do you have a name or
                   shall I make one up for you?

                                 D'ARTAGNAN
                          (nervous)
                   My name is d'Artagnan.

                                 MILADY
                   D'Artagnan. I like that. I am
                   the Countess de Winter. Milady.
                                 D'ARTAGNAN
                   Countess?

                                 MILADY
                   My husband's dead.

                                                      (CONTINUED)

                                                               101.

107   CONTINUED:    (2)                                             107
                                 D'ARTAGNAN
                   I'm sorry.

                                 MILADY
                   I have learned to live with death.

      She manages to combine sympathy, seduction, and just a
      hint of danger. All in a single reply. D'Artagnan
      hesitates, he is not immune to her charms, then:
                                 D'ARTAGNAN
                   Countess, I'm very grateful for
                   what you've done, but I can't stay
                   here. I've got...

                                 MILADY
                   What...?
                                 D'ARTAGNAN
                   Important business.
                                 MILADY
                   How mysterious. A handsome young
                   man with 'important business' in
                   the still of night. Does it
                   involve a young lady?
                                 D'ARTAGNAN
                   No.
                                 MILADY
                   Does it require clothes?
                                  D'ARTAGNAN
                   Yes.   I need my clothes.
                                 MILADY
                   They won't be ready for at least
                   an hour.
                                 D'ARTAGNAN
                   An hour?
                                  MILADY
                   I told the  innkeeper to bring them
                   when they  are dry. Until then,
                   I'm afraid  you are my prisoner.
                   Would the  prisoner care for a
                   drink?

      Milady crosses to the table, food and drink upon it. As
      she passes by the fire, her dressing gown seems to disap-
      pear, revealing a silhouette that makes d'Artagnan's
      heart stop.

                                                      (CONTINUED)

                                                              102.

107   CONTINUED:    (3)                                             107
                                 D'ARTAGNAN
                          (always innocent;
                           never coy)
                   I am... thirsty.
      Milady pours wine into glasses, turns to face him.      And
      offers a smile that dazzles and burns.

                                 MILADY
                   Good. Then we will sit by the
                   fire, and eat and drink, and you
                   may impress, perhaps even move me,
                   with the story of how you came to
                   lie unconscious, in the middle of
                   the night, on the road to Calais.
                          (soft seductively)
                   I love a good adventure.
      D'Artagnan hesitates, then steps to her.
                                                   CUT TO:


108   EXT. ROOF OF PALAIS CARDINAL (PARIS) - NIGHT                  108
      A CARRIER PIGEON FLUTTERS out of the dark sky, and enters
      its box. The little door on the other side opens. A
      hand reaches in and removes the bird. Richelieu unpeels
      the message on its leg.
                                                   CUT TO:


109   INT. CARDINAL'S PRIVATE CHAMBER - NIGHT                       109
      A room as cold as the man who owns it. Behind
      Richelieu's desk, there is a life-sized portrait of the
      King. Rochefort occupies a window seat, cleaning
      d'Artagnan's sword. He lifts it to the light, and
      slashes the air. He stands, duels with an imaginary
      opponent. Richelieu enters with the message.

                                 RICHELIEU
                          (dry; re: Rochefort's
                           fencing)
                   The wonderful thing about an
                   imaginary opponent is that he is
                   always greatly skilled, and always
                   easily defeated. The pride of
                   victory, without the risk of loss.
                   If only life were like that.

      Richelieu sits at his desk, peers at the message.      He
      looks up, pleased.

                                                   (CONTINUED)

                                                                103.

109   CONTINUED:                                                       109
                                 RICHELIEU
                   Milady has reached Calais.

                                 ROCHEFORT
                   I told you not to worry about the
                   Musketeers. They are dead by now.

                                 RICHELIEU
                   Buckingham's signature will be on
                   the treaty by morning.

                                 ROCHEFORT
                   The King's birthday celebration...?
                                 RICHELIEU
                   Will proceed as planned. Thanks
                   to the kind intercession of Queen
                   Anne.
      Rochefort steps closer, speaks quietly.
                                 ROCHEFORT
                   And our plans...?

                                 RICHELIEU
                          (knowingly)
                   Will proceed as well.
      Richelieu pours two glasses of port, offers one to
      Rochefort. They turn, raise their glasses to the
      King's portrait. And drink.
                                                      CUT TO:


110   INT. MILADY'S CHAMBER AT INN - NIGHT                      110

      D'Artagnan and Milady face each other on a rug in front
      of the roaring fire. The plate of food between them is
      empty. They drink wine from goblets. D'Artagnan drains
      his cup, and stares into the burning embers. Milady
      speaks quietly, with seeming compassion:
                                  MILADY
                   You are sad.

                                 D'ARTAGNAN
                   I was thinking about my friends.
      Milady knows when to speak, and when to listen. She
      looks at d'Artagnan with gentle expression, allows him to
      continue. The warm room, the wine, her kindness. All
      conspire to loosen his tongue. D'Artagnan speaks
      quietly, from the heart:

                                                      (CONTINUED)

                                                              104.

110   CONTINUED:                                                     110
                                 D'ARTAGNAN
                   The three best friends a man could
                   have. We were separated on our
                   way to Calais. I'm afraid I'll
                   never see them again.

                                 MILADY
                   What brings you here?
                                 D'ARTAGNAN
                   I'd like to tell you. But I can't.

                                 MILADY
                   'Important business.'

      D'Artagnan nods. He wants to impress her. He wants her
      to know how brave he is. And Milady is well aware of it.
      She looks down, assumes a more vulnerable pose.
                                 MILADY
                   I understand. Men make bold plans
                   in secret. And women wait... to
                   mourn, or to celebrate the outcome.
                   I know from experience, it's a
                   lonely vigil.
                                 D'ARTAGNAN
                          (after a beat)
                   All I can tell you is... I'm on a
                   mission for the King.
                                 MILADY
                          (looks up; laughs
                           lightly)
                   I've heard that one before.
                                  D'ARTAGNAN
                   I'm serious.
                                 MILADY
                   You are a young man. And young
                   men are given to exaggeration.
                   However, if you would like to
                   entertain me with a story, I'm
                   eager to hear it. And please,
                   make it very brave, filled with
                   handsome knights and beautiful
                   ladies. I know, a dragon --
      There is nothing a man is more loathe to experience than
      a woman who does not take him seriously. D'Artagnan acts
      accordingly, and reveals:
                                                     (CONTINUED)

                                                               105.

110   CONTINUED:    (2)                                             110
                                 D'ARTAGNAN
                   I came to Calais to stop a spy
                   from sailing to England.
                                 MILADY
                          (alert; though
                           d'Artagnan doesn't
                           see it)
                   A spy...?
                                D'ARTAGNAN
                   Yes.
                                 MILADY
                   I believe you...
                          (beat)
                   Aren't you afraid?
                                 D'ARTAGNAN
                   Musketeers are not afraid of
                   anything.
                                 MILADY
                   I knew it. I knew you were a
                   Musketeer the moment I saw you.
                                D'ARTAGNAN
                   You did?

                                 MILADY
                   Of course.
                          (with sudden concern)
                   But, d'Artagnan, if this spy was
                   to find out you are here, your
                   life could be in grave danger.
                                 D'ARTAGNAN
                   A Musketeer is not afriad of
                   danger.
                                 MILADY
                   I'm dangerous. You're not afraid
                   of me?
      Her tone heralds a sudden shift. D'Artagnan sees the
      look in her eyes, can almost feel her lips upon him.
      But he resists. There is Constance's memory to consider.
      And midnight as it approaches.
                                 D'ARTAGNAN
                   You're not dangerous.

                                 MILADY
                   Then what am I?

                                                      (CONTINUED)

                                                               106.

110   CONTINUED:    (3)                                              110
                                 D'ARTAGNAN
                   You're... beautiful.

      Milady covers him with caresses. D'Artagnan resists
      slightly, but she presses closer, she will not be denied.

      Milady leans close, runs a fingertip along     the line of
      his jaw. Her dressing gown falls open at      the top, enough
      for d'Artagnan to see her breasts as they     press against
      the silk beneath it. Milady speaks as her      finger traces.

                                 MILADY
                   Beauty, danger. They are the same.
      And with that, she reaches up to her hair, an ivory
      comb...


111   ON D'ARTAGNAN                                                  111
      He cannot continue.      Constance, the hour, a confusion he
      cannot deny.
                                  D'ARTAGNAN
                   I'm sorry --
      D'Artagnan pulls back -- just as Milady's arm arcs down
      toward his neck, holding a long sharp stick pin, almost a
      dagger, attached to an ivory comb. D'Artagnan sees it in
      the nick of time, parries with his free hand, knocking
      the dagger to the rug. Milady leaps after it, hands out-
      stretched. D'Artagnan follows, battles for the dagger,
      stunned with fear and surprise:

                                 D'ARTAGNAN
                   What're you doing?! Have you lost
                   your mind?!

                                 MILADY
                   You came to Calais to stop a spy
                   from sailing to England.

      D'Artagnan nearly chokes on the knowledge. Milady is the
      messenger he is seeking. He grabs the dagger, rolls to
      the side. Milady staggers after, the shoulder of her
      negligee rips open. D'Artagnan sees the soft white flesh,
      reacts with shock, recognition -- she bears the brand of
      the fleur de lis. The infamous mark of the murderess.
      Just as Athos told it to him.      Not so long ago.

                                  D'ARTAGNAN
                   My God...
                                                      (CONTINUED)

                                                               107.

111   CONTINUED:                                                      111
                                 MILADY
                          (crying out)
                   Parker!!
      The chamber door flies open. Henri and Parker, the Indo-
      Chinese bodyguard, appear. Parker faces d'Artagnan with
      a half-smile. He holds out his hands, both empty. And
      steps toward him. D'Artagnan looks at the dagger in his
      right hand. Then, unwilling to fight the man with an un-
      fair advantage, he tosses the dagger to the side, steps
      forward to meet him.

      Parker disposes of d'Artagnan with lightning speed. A
      series of unexpected kicks, brutally efficient blows.
      The young man is unfamiliar with, and no match for, the
      martial arts. Parker hoists d'Artagnan to his feet,
      dazed. Henri picks up the dagger with bad intentions.
      Milady straightens her dressing gown, adjusts her hair,
      and commands:
                                MILADY
                   Kill him.
      Parker holds him fast. Henri steps forward.        And
      d'Artagnan thinks fast.
                                 D'ARTAGNAN
                   You can kill me. But a surprise
                   waits for you in England. That
                   even Buckingham can't prevent.
                                 MILADY
                          (stops Henri with
                           a gesture)
                   What... surprise?
                                 D'ARTAGNAN
                   That's one thing I'll never tell
                   you.
                                 MILADY
                   D'Artagnan. You are young, vain,
                   and foolish. But I do not know
                   if you are clever.

      D'Artagnan's expression reveals nothing. Except to
      suggest the existence of a secret he is bravely keeping.
      Duly deceived, though she doesn't know it, Milady changes
      her mind.

                                 MILADY
                   We'll take him with us.
                                 (MORE)
                                                      (CONTINUED)

                                                                108.

111   CONTINUED:    (2)                                            111
                                 MILADY (CONT'D)
                          (to d'Artagnan,
                           with a nod at
                           Parker)
                   Parker will devise ways to
                   convince you to share your final
                   secret with me. It is a long
                   voyage.
      Milady's eyes show nothing but cold cruelty.

                                                      CUT TO:

112   INT. INN - UPPER HALL AND LANDING - NEAR DAWN                112

      Milady emerges from her room, dressed for travel. She is
      followed by d'Artagnan, now clothed. He is flanked by
      Henri and Parker. Henri presses the blade of a knife
      against d'Artagnan's side.
                                 HENRI
                   The bodyguards are waiting outside.

      Milady leads them down the hall. But when she reaches
      the landing, and looks at the tavern below... she draws
      back with surprise.


113   ANGLE TO INCLUDE MILADY AND HER POV                          113
      The innkeeper, roused   from sleep, and wearing a night-
      shirt, is engaged in   urgent conversation with Armand de
      Winter -- the son of   the man Milady killed in Paris. The
      innkeeper shakes his   head. Armand grabs him by the
      collar.

      D'Artagnan sees Milady's reaction -- surprise, impatience,
      and just a hint of fear. Milady commands:
                                 MILADY
                   The back stairs. Hurry!
      They change directions. As he is pulled away, d'Artagnan
      catches a glimpse of Armand de Winter below.

                                                      CUT TO:
114   EXT. INN - NIGHT                                             114

      Milady's coach emerges from the carriage house, speeds
      away in the direction of the harbor. In the driver's
      seat, Henri whips the horses, driving them onward.
      Milady's seven bodyguards follow on horseback.

                                                      CUT TO:

                                                             109.

115   INT. CARRIAGE - NIGHT                                     115
      D'Artagnan and Parker  sit across from Milady. Her face
      betrays faint doubt,  apprehension. Emotions she is not
      used to feeling, let  alone displaying to the world around
      her. D'Artagnan sees   his opening... and speaks:
                              D'ARTAGNAN
                The man at the inn... what did
                he want?
                              MILADY
                       (hollow laugh)
                Justice. Honor. Revenge.
                              D'ARTAGNAN
                Why?

                              MILADY
                He is the brother of my late
                husband, Lord de Winter. He
                blames me for de Winter's death.
                He thinks I murdered him.
                              D'ARTAGNAN
                Did you murder your husband,
                Milady?
                              MILADY
                What do you think?

      A beat. D'Artagnan studies her pale, beautiful face.
      Remembers Athos' tale of love and loss.
                              D'ARTAGNAN
                I think he's not the first husband
                you killed.
                       (off her look)
                I once knew a man, one of the
                Counts of Berry. He told me a
                story... of beauty and danger.
                He was the bravest man I've ever
                known. And the saddest.

                              MILADY
                I know...

      The truth strikes home. Milady cannot conceal it. But
      she does not react with anger or scorn. D'Artagnan has
      reminded her of the one thing in the world that still
      touches her heart. D'Artagnan looks at her with a steady
      gaze. Milady cannot hold it, she turns to the carriage
      window.

                                                   CUT TO:

                                                             110.

116   EXT. CALAIS - NIGHT                                        116
      Milady's carriage turns down a steep lane that leads to
      the harbor. The fog is so thick that only the masts of
      the schooners can be seen, poking out of the gloom.
      Their lanterns glow gloomily. The carriage comes to a
      stop.

                                                   CUT TO:

117   EXT. HARBOR OF CALAIS - NIGHT                              117

      The lights of the harbor are muted by low-hanging fog.
      We see the outline of a ship waiting at the pier. Henri
      helps Milady out of the carriage. D'Artagnan follows.
      Milady's bodyguards dismount, six of them. A motley
      bunch of sinister killers. They look around the pier,
      ready for any encounter.
      D'Artagnan takes in his surroundings.    There is a mel-
      ancholy air about him.
                              MILADY
                What's the matter, d'Artagnan?
                Still hoping for your friends to
                ride to the rescue?
                              D'ARTAGNAN
                My friends are dead.

                              MILADY
                Well. If it's any consolation,
                you'll soon be joining them.
      Milady's return to form does not surprise. Parker shoves
      d'Artagnan toward the fog-enshrouded ship. A name can be
      made out on her barnacled hull. Persephone.

                                                   CUT TO:

118   EXT. PIER - NIGHT                                          118

      Henri calls out to the ship, which is little more than an
      outline in the fog, her boarding gangplank leading to
      the soupy darkness of her deck.

                              HENRI
                We are the Countess de Winter's
                party, arrived from Paris.
                Permission to come aboard.

      There is no reply.    Closely guarded by Parker, d'Artagnan
      strains to see.
                                                   (CONTINUED)

                                                                111.

118   CONTINUED:                                                       118
                                 VOICE (O.S.)
                   Permission granted.

      Milady nods to Henri. He steps up the narrow gangplank,
      followed by Milady, d'Artagnan, Parker, and the six
      bodyguards.

                                                     CUT TO:

119   EXT. DECK OF THE PERSEPHONE - NIGHT                              119

      The deck is filled with swirling fog. Henri peers into
      the gloom as he climbs aboard, followed by the others.
      He addresses one of the crew, a tall figure standing
      nearby.

                                 HENRI
                   Take us to your captain.
      The tall figure does not reply, nor does he move.        Henri
      demands:
                                 HENRI
                   What are you, deaf?
      Henri goes to shake the man. He grabs his arm, and the
      man pitches forward, falling face first on the deck.
      Henri jumps back in alarm. Milady and the others react.
                                   BODYGUARD
                   What is this?
      Milady's Bodyguards rush around the deck, confront the
      other silent silhouettes. They, like the tall figure...
      are dead. The limp bodies topple at their touch. The
      Bodyguards shout alarm and panic:

                                  BODYGUARDS
                   Dead!   They're all dead!

                                 PORTHOS (O.S.)
                   Well I certainly hope so. After
                   all that hard work.

      That's when Porthos, and Aramis -- come swooping down
      from above like avenging angels. They swing on the ends
      of ropes, slicing through the air, then dropping feet
      first on top of Milady's Bodyguards. D'Artagnan stands
      open-mouthed, as his three friends draw their swords.

                                 ARAMIS
                          (calling to him)
                   You look like you've seen a ghost.

                                                     (CONTINUED)

                                                               112.

119   CONTINUED:                                                      119
                                  D'ARTAGNAN
                   Two of them.

                                 PORTHOS
                   Remind me to tell you the story
                   of horses that could fly above
                   raging waters. A heroic tale of
                   love, death, and Musketeers.
                   Suitable for the general public.
      Porthos wades into the Bodyguards, at play, shouting as
      he goes.
                                 PORTHOS
                   All right then. All those who
                   wish to die, raise your hands!
                   Don't by shy, there's plenty to
                   go around!
      D'Artagnan grabs a sword from the deck, turns to join
      the fray. And finds himself face to face with Parker, the
      Indo-Chinese bodyguard. Parker has two Oriental swords
      spinning in his hands. One knocks d'Artagnan's sword out
      of his hand. D'Artagnan does a back flip but falls on
      the slippery deck. As Parker is about to chop
      d'Artagnan's head off, his face grimaces as he is lifted
      on a sword OUT OF FRAME. In the mist Athos is revealed!
                                 ATHOS
                   Sorry I'm late. Did I miss
                   anything?
      D'Artagnan almost cries with happiness.       He leaps to his
      feet and embraces Athos.
                                 D'ARTAGNAN
                   I thought you were dead.

                                 ATHOS
                   Keep your mind on the mission,
                   d'Artagnan.

      He winks at d'Artagnan, returns to the fray. D'Artagnan
      follows. The Musketeers confront Milady's evil Bodyguards
      in the night and fog. Athos with brutal perfection.
      Porthos with strange weapons and a healthy sense of the
      absurd. And Aramis with familiar grace and artistry --
      and a marked determination to disable, not kill, his
      opponents.

      Milady views the latter with alarm. As the battle rages
      around her, she retreats into the shadows.
                                                      (CONTINUED)

                                                                113.

119   CONTINUED:    (2)                                             119
      Athos and d'Artagnan find themselves fighting side by
      side. Athos observes d'Artagnan's technique -- the usual
      frenetic windmill of feint and thrust -- with a frown.
                                 ATHOS
                   Boy, it's a miracle you're still
                   alive fighting like that.

                                 D'ARTAGNAN
                   What do you mean?

                                 ATHOS
                   First, always find your enemy's
                   weakness. Second, take advantage
                   of it. Watch me.

      One of the Bodyguards, who wears a wooden leg, attacks
      Athos. Athos kicks the false leg out from under him,
      knocks him to the deck. D'Artagnan repeats, even as he
      disables his own foe.
                                 D'ARTAGNAN
                   Find the weakness. Take advantage.
                   Got it.
      Aramis kneels at a dying man, delivers muttered last
      rites. A Bodyguard races INTO VIEW, means to kill him
      where he kneels. Aramis doesn't miss a beat -- he shifts,
      rises, delivers a punch and kick, knocking the man off the
      ship to the water below. A SPLASH is heard. And Aramis
      resumes a priestly pose, continues the litany.
                                                      CUT TO:


120   EXT. PIER - NIGHT                                             120

      Two SAILORS, crew members of the Persephone, return to
      the ship after a night's drunk. They see and hear the
      mayhem ahead.

                                 SAILOR
                   That's our ship...
      The two Sailors pull out daggers, and bound up the
      gangplank.

                                                      CUT TO:
121   EXT. DECK OF PERSEPHONE - NIGHT                               121

      The two Sailors find themselves in the middle of a wild
      battle. They look around for someone to assault, see a
      large Musketeer with his back turned. They charge.

                                                      (CONTINUED)

                                                               114.

121   CONTINUED:                                                      121
      Porthos hears them coming, spins. The two Sailors stop
      in their tracks, eyes popping with horrified recognition.

                                 BOTH SAILORS
                   Porthos the Pirate!!

      With a collective "yah!" the two Sailors drop their
      daggers, and flee into the foggy night. Porthos looks
      about to see if anyone noticed their exit. D'Artagnan
      grins nearby.

                                 PORTHOS
                   I told you I was famous.
                                 D'ARTAGNAN
                   Porthos the Pirate?

                                  PORTHOS
                   Privateer.   There's a difference.
      Every Musketeer is running from something or someone.
      D'Artagnan deadpans:
                                 D'ARTAGNAN
                   I love a good sea story.     Do tell
                   me sometime.
      Porthos reacts to d'Artagnan's jest. But before he can
      reply, the youth has bolted back to the fray.


122   HIGH ANGLE                                                      122
      The battle raging aboard the Persephone, sabers flash,
      PISTOLS EXPLODE.


123   BACK TO SCENE                                                 123
      Athos drives several Bodyguards back with his sword,
      notices d'Artagnan working his way towards him.

                                 ATHOS
                   Did you find the Cardinal's spy?

                                 D'ARTAGNAN
                   Yes.
                                 ATHOS
                   Did you kill him?

                                  D'ARTAGNAN
                   Athos.   The spy... is a woman.
                                                      (CONTINUED)

                                                                115.

123   CONTINUED:                                                       123
                                ATHOS
                   What?

      Athos turns to d'Artagnan, wonders. And at that moment,
      sees a figure at the gangplank, swathed in fog and diffuse
      light. Milady. Time stops as they regard each other
      across the deck, the battle between.

                                ATHOS
                   No.

      Milady turns and runs into the night.    Athos races after.
                                                      CUT TO:


124   EXT. PIER - NIGHT                                             124
      With the speed and grace of a panther, Milady runs down
      the gangplank, climbs into the saddle of one of her
      Bodyguard's horses, and gallops off. Athos appears
      moments later, leaps into the saddle of another horse.
      And gives chase.

                                                      CUT TO:

125   EXT. HARBOR ROAD - NIGHT                                      125

      Milady whips her horse, drives it onward. But Athos
      overtakes, leaps from his saddle, takes her into his arms.
      They fall to the ground with a crash. Milady grabs the
      deadly comb from her hair, grips the dagger's handle.
      Athos, stunned from breaking their fall, rolls to his
      side. Milady peers at his face, vulnerable in the half-
      light. And lowers the dagger. She will not kill him.

      Milady scrambles to her feet, runs toward a dark forest.
      But Athos stands and shouts:
                                ATHOS
                   Stop!!
      Milady takes a halting step, then turns to face him.
      Athos holds his musket in a steady hand. A very long
      beat. Milady takes a step closer. Finally, she whispers,
      with love, with hate:
                                MILADY
                   Athos.

                                 ATHOS
                   How did you do it, Sabine? How
                   did you come back from the dead?

                                                      (CONTINUED)

                                                                116.

125   CONTINUED:                                                       125
                                 MILADY
                   A kind gentleman took pity on me.

                                 ATHOS
                   I did not.

                                 MILADY
                   No, Count. You were too proud to
                   listen to the truth. I learned
                   the value of lies soon after.

      Athos grips the pistol tighter, as if to ward off the
      past and what it brings.
                                 ATHOS
                   Give me the Cardinal's treaty.

                                 MILADY
                   No.
                                 ATHOS
                   Then I will shoot.
      Athos cocks the trigger.     Milady whispers:
                                  MILADY
                   Be kind.   And aim for my heart.
      Athos' face is a mask of contradiction. He tries to pull
      the trigger, but it is not in him. Milady recognizes
      his pain with a nod. She feels it, too. Then, briefly,
      before she leaves him, Milady speaks softly. The past,
      their love, and where it led them.

                                 MILADY
                   I remember... everything.

      She turns and runs away... directly into the arms of
      Armand de Winter. He has ridden, and he has followed,
      and he has finally found her here.

                                 ARMAND
                   Countess de Winter...
      As d'Artagnan, Porthos, and Aramis arrive on the scene...

                                                      CUT TO:

126   INT. INN (CALIAIS) - PUBLIC ROOM - NIGHT                     126

      The public room is empty, save for d'Artagnan and the
      three Musketeers. They gather around a table. Aramis
      holds the treaty in his gloved hand. The mood is somber
      and tense.
                                                 (CONTINUED)

                                                               117.

126   CONTINUED:                                                      126
                                 ARAMIS
                   The treaty outlines Richelieu's
                   plan to forge an alliance with
                   Buckingham.
                                 PORTHOS
                   What about the King?

                                 ARAMIS
                   He is not mentioned directly. But
                   the agreement is contingent on a
                   'demonstration' of the Cardinal's
                   power.
                                 D'ARTAGNAN
                   A demonstration? What does that
                   mean?
                                   ARAMIS
                   I don't know.
      Athos' face grows dark. He has been silent throughout.
      Now he rises to his feet.

                                 ATHOS
                   I know someone who does.
      D'Artagnan, Aramis, and Porthos watch in grim silence as
      Athos crosses the room to an imposing door.
                                                     CUT TO:


127   INT. PRIVATE ROOM - NIGHT                                    127
      A fire burns in the grate. Milady sits beside it in a
      chair, staring into the glowing embers. Their hot re-
      flection dances in her pale blue eyes. There is a KNOCK
      at the door. Armand de Winter emerges from a dark corner
      of the room where he has been standing guard with an
      impassive executioner. He crosses to the door, opens it.
      And Athos steps inside.
                                 ATHOS
                   I'd like a word with your
                   prisoner.

                                 ARMAND
                          (a beat, he nods)
                   She dies at dawn.

      Athos nods, and steps to Milady, stands before her.
      Milady stares at the fire, speaks softly, her eyes on the
      flames.

                                                     (CONTINUED)

                                                               118.

127   CONTINUED:                                                      127
                                 MILADY
                          (quietly sardonic)
                   Did you come to offer me
                   consolation?
                                ATHOS
                   No.

      Milady turns, looks up to face him.
                                 MILADY
                   There was a time when I would've
                   given my life for a kind word.
                                 ATHOS
                   I could not give it, Sabine.
                   I was... a fool.
      Milady hears the regret in his voice, holds his gaze.
      Athos indicates Armand in the corner.
                                 ATHOS
                   Did you kill his brother and his
                   father as he says?
                                 MILADY
                          (a long beat,
                           honest at the
                           last)
                   I have become... the nightmare
                   you once thought me to be.
                                 ATHOS
                   But not before. Not us.
                                MILADY
                   No. The memory will keep me
                   company.
      Athos kneels at her side, near to pleading:

                                 ATHOS
                   Do you know the Cardinal's plans?
                                MILADY
                   Yes.

                                ATHOS
                   Tell me.

                                 MILADY
                   Will you spare my life?
                                ATHOS
                   I can't.
                                                      (CONTINUED)

                                                                119.

127   CONTINUED:     (2)                                            127
                                 MILADY
                          (remembering another
                           time, another place)
                   Society demands swift justice.
                          (off his look)
                   I'll take the secret to my grave.

                                 ATHOS
                   Sabine. You'll die for your
                   crimes. Nothing can stop that.
                   But how you leave this world is
                   up to you.
      Milady offers a half-smile, takes his hand in hers.

                                 MILADY
                   What did the world ever do for me?
      HOLD ON Athos.       Milady's hand in his.   All that he is
      feeling.
                                                      CUT TO:


128   EXT. SEASIDE CLIFFS - NIGHT                                   128
      A hundred feet below, waves crash on a rocky shore. On
      the jagged cliff above, a black mass of trees is outlined
      against a stormy sky filled with copper-colored clouds,
      surreal in effect. A sinister procession approaches the
      cliff.
      Porthos leads Milady. She wears a simple white shift,
      her hair pulled back into a long braid. She looks years
      younger, the girl she used to be. The Executioner walks
      behind them. Followed by Armand de Winter, Aramis,
      d'Artagnan. And Athos. He watches every step.

      The procession stops at the cliff's edge.
      THUNDER RUMBLES. Lightning slashes the sky. The
      Executioner ties Milady's hands behind her. The
      Executioner removes a bright scimitar from beneath his
      cloak. Milady catches Athos' eye. He holds her gaze.

      He stares at Milady unflinchingly, as if to burn her
      image into his eyes, so that he might keep it there until
      the day he dies.
      Aramis reaches inside his cloak, removes the sacred
      priestly cloth he carries.

                                                      (CONTINUED)

                                                                120.

128   CONTINUED:                                                       128
      The Executioner delivers the formal litany:

                                 EXECUTIONER
                   I forgive you for your crimes.
                   Die in peace.

      Athos repeats, whispers:

                                   ATHOS
                   Die in peace.

      Aramis comes forward, intones:
                                 ARAMIS
                   I am the resurrection and the
                   life, sayeth the Lord. He that
                   believeth in me, though he were
                   dead, yet shall he live; and
                   whosoever liveth and believeth
                   in me shall never die...
      The Executioner's sharp blade shines in the light of
      dawn.

                                 EXECUTIONER
                   On your knees.
      Milady kneels, the Executioner steps closer. The tableau
      silhouetted against a reddish glow on the horizon. The
      Executioner brushes Milady's braid from her neck,
      exposing the soft white skin beneath. He raises the
      scimitar overhead, and just as he is about to bring it
      down... a cry is heard, torn from the heart:

                                   ATHOS
                   No.

      Athos grabs the Executioner's wrist, and twists the
      scimitar loose. It falls to the ground.
                                 EXECUTIONER
                   What's this...?
      Porthos leaps forward, locks his great arms around Athos.

                                   PORTHOS
                   Athos --
      But Athos breaks free.       Milady rises to her feet.   Athos
      rushes to her.

                                 ATHOS
                   Forgive me, Sabine.       Please
                   forgive.

                                                      (CONTINUED)

                                                              121.

128   CONTINUED:    (2)                                          128
                                 MILADY
                   I do.

      The words he could never say, finally spoken. Milady
      locks eyes with him. Athos' desperate act, the pure
      feeling it signifies, has given her a kind of release.
      And the strength to face her fate.

                                 MILADY
                   The Cardinal intends to assassinate
                   the King at his birthday celebration
                   on Friday.
      And with that, Milady reaches forward, offers a gentle
      kiss. Then, as Athos and the others look on, stunned,
      uncertain... she takes a backward step, finds the
      cliff's edge... and steps over it. The Executioner
      rushes to look after. The others follow. Except for
      Athos, who remains rooted in place, eyes on the
      distant horizon. A long silence. THUNDER RUMBLES.
                                 EXECUTIONER
                   God's justice be done.

      D'Artagnan sadly lowers his head. Porthos puts a
      consoling hand on his shoulder. Aramis stands to the
      other side, mutters:
                                 ARAMIS
                   Amen.
                                 ATHOS
                   Musketeers.

      D'Artagnan, Porthos, and Aramis turn. Athos has regained
      his former self. Stoic, in command. And hiding a broken
      heart.

                                 ATHOS
                   The King's life in danger.   We
                   have work to do.

129   EXT. ROOF OF PALAIS DU CARDINAL (PARIS) - NIGHT            129

      START CLOSE ON the now familiar portrait of King
      Louis XIII, usually found hanging behind Richelieu's
      desk. A SHOT RINGS OUT -- and a blast tears through
      the painting, leaving a smoking hole where the King's
      heart should be.

                                                           122.

130   ANOTHER ANGLE                                            130
      REVEALS Richelieu and Rochefort as they walk across the
      roof to the painting, appraise the damage. Thie Cardinal
      pokes a long finger into the hole.
                               RICHELIEU
                 Impressive.

                               ROCHEFORT
                 He can do it every time.
      Rochefort signals approval to a solitary marksman
      positioned far away on one of the roof parapets. The
      marksman rises from a shooter's crouch, bows curtly,
      and begins to reload his musket.

                               RICHELIEU
                 And he has no qualms about...
                               ROCHEFORT
                 None. He believes that man should
                 honor no Kings before God.
                               RICHELIEU
                 A man of faith. How delightful.
                        (turns back to
                         the painting)
                 Whatever you're paying him, double
                 it. I want the King's birthday to
                 be a memorable event. And rehang
                 this painting in my chamber. Just
                 as it is.
      HOLD ON Richelieu for a beat.   Framed by a sky filled
      with stars. His evil intent.
                                                 CUT TO:


131   DAWN                                                        131
      breaks.   MUSIC UP, and...

                                                 CUT TO:

132   EXT. VILLAGE SQUARE - DAY                                132

      D'Artagnan and the three Musketeers thunder through on
      horseback. Pedestrians scurry to get out of their way.
      As they ride past, Porthos raises a crossbow and fires
      it. The arrow slices through the air with a terrible
      hum and imbeds itself on the public wall. Attached to
      the arrow is a piece of parchment, like the one in
      d'Artagnan's father's study. It reads: All For One,
      And One For All.
                                                 CUT TO:

                                                           123.

133   EXT. ANOTHER VILLAGE - DAY                                 133
      A CAPTAIN in the Cardinal's Guard makes a public
      pronouncement from horseback outside a cathedral.
      Townspeople are gathered around.
                              CAPTAIN
                ... the aforenamed Musketeers are
                declared outlaws and are sentenced
                to death. Any person sheltering
                or aiding them will be hanged --
      HOOFBEATS interrupt. The Captain turns in irritation.
      And Porthos and Aramis ride to either side, snatch the
      man up by the arms, drag him briefly through the air,
      and deposit him with a thud against a hitching post.
      The Captain, stunned, looks down at the piece of
      parchment now attached to his chest. All For One, And
      One For All.
                                                 CUT TO:


134   INT./EXT. VARIOUS SCENES - DAY                             134
      As the word is passed to Musketeers in homes and
      pastures, brothels and gaming casinos. Galvanizing them
      into action. All For One, And One For All.
                                                 CUT TO:


135   EXT. PARIS - DAY                                           135
      The city as SEEN FROM the hills.   A glorious sunny day.

                                                 CUT TO:


136   EXT. LOUVRE - DAY                                          136
      The citizens of Paris move through the streets. They
      share a common destination, the Palace. A festive mood
      is in the air. And why not, it is the King's birthday.
                                                 CUT TO:


137   INT. LOUVRE - GREAT HALL AND THRONE ROOM - DAY             137
      A gathering of nobles and ladies, all in full ceremonial
      dress. Rochefort is there as well, the familiar eye
      patch, in command of the Cardinal's Guards. A Seneschal
      waits at the door with two flanking lines of trumpeteers.
      The trumpeteers raise their instruments and blow a royal
      blast.

                                                          124.

138   ENTRANCE DOORS                                             138
      Louis, Queen Anne, and their retinue enter from a
      corridor, proceed slowly across the room toward the
      balcony that overlooks the waiting crowd outside.
      Noblemen bow, and their ladies curtsy as the King and
      Queen pass. Constance, dressed for the occasion, looks
      on from the sidelines, smiles. The King and Queen
      proceed, two teenagers with the world at the feet.

                              LOUIS
                They look... happy.

                              ANNE
                Hungry, more likely.
                              LOUIS
                Still, you were right about the
                celebration. And when the Cardinal
                told me how much it meant to you...
                              ANNE
                I said nothing.
                             LOUIS
                But... ?
                              ANNE
                The Cardinal expressed in
                confidence how much the celebration
                would mean to you...
      Both pause to consider the manipulation.


139   INT. ANTEROOM - DAY                                        139
      Richelieu stands in an anteroom just off the procession,
      he watches the King and Queen as they walk, speaks
      quietly, to himself:
                              RICHELIEU
                I'm not sure which is sadder... to
                die so young. Or to die a King.
      Richelieu turns from the procession. Speaks to Rochefort
      who pauses in the shadowy alcove behind him.

                              RICHELIEU
                France will not go wanting. A new
                King will sit on the throne. The
                true King after all...

      He says it quiet fervor, the dream at long last within
      reach. Then, as if to reassure:
                                                 (CONTINUED)

                                                             125.

139   CONTINUED:                                                    139
                                 RICHELIEU
                   Is everything ready?

                                 ROCHEFORT
                   Yes, Your Eminence.

                                   RICHELIEU
                   Are you sure?
                                 ROCHEFORT
                   I'd stake my life on it, Your
                   Eminence.
                                 RICHELIEU
                          (a dark beat)
                   Rest assured, Captain. You have.

                                                   CUT TO:

140   EXT. GROUNDS OUTSIDE LOUVRE - DAY                          140
      The balcony has been colorfully decorated. The crowd
      focuses its attention on the empty space where the King
      will soon appear. Below, the entrance to the Palace is
      protected by a double line of the Cardinal's Guards,
      resplendent in their crimson tunics. It would take an
      army to get past them.

                                                   CUT TO:

141   EXT. NEAR LOUVRE - DAY                                     141

      The streets leading to the Palace are clogged with
      people, all pushing and straining to get closer.
      D'Artagnan and the three Musketeers arrive on horseback,
      are forced to dismount. They push through the crowd,
      trying to reach the Palace, afraid that they will be too
      late. Athos barks orders as they struggle forward:

                                 ATHOS
                          (to d'Artagnan)
                   Look through the surrounding area.
                   We'll try to reach the King...

                                   D'ARTAGNAN
                   But...?
                                   ATHOS
                   Go!

      Athos and the others press on. D'Artagnan, a little
      disappointed to be left behind, pauses, checks the
      buildings that loom overhead. Then he starts, reacts
      with shock and surprise.

                                                               126.

142   D'ARTAGNAN'S POV                                            142
      The bell tower of the Carmes-Deschaux monastery. A
      figure moving about, dimly-viewed, but this much is
      clear. The man is not a monk. And he is carrying a
      musket in his hands.

143   BACK TO SCENE                                               143

      D'Artagnan turns to alert the Musketeers. Too late, they
      have already vanished into the throng. D'Artagnan takes
      off running for the monastery.

144   BELL TOWER                                                      144

      HIGH ABOVE the swelling scene. The marksman assumes a
      crouching position, raises his musket, and trains it on
      the empty balcony where the King is soon to appear.
                                                     CUT TO:

145   INT. LOUVRE - GREAT HALL AND THRONE ROOM - DAY              145

      Louis and Anne continue toward the balcony. Richelieu
      trails the royal couple. He nods to Rochefort in
      passing. They exchange significant smiles. Anne spots
      the smirk on Rochefort's face. He resumes a supplicant
      pose. Anne glances back, Richelieu behind them.
                                 ANNE
                   I do not trust him.
                                 LOUIS
                   I'm not sure who to trust.
                                 ANNE
                   Then we will discover the truth
                   together.
      Louis likes the sound of that.     They step side by side
      toward the balcony.
                                                     CUT TO:


146   INT. STEEPLE - DAY                                          146
      Bell ropes, hundreds of feet long, dangle down the
      vertiginous shaft. D'Artagnan races up the narrow,
      circular stairs. Above him is the open trap to the bell
      tower. He catches a glimpse of the marksman, back
      turned, taking aim.
                                                     CUT TO:

                                                          127.

147   IN CROWD BELOW                                            147
      Athos, Porthos, and Aramis push their way through the
      crowd, trying desperately to reach the Palace entrance.
      But the throng is impenetrable. Athos turns, wonders.
      And shoots a worried look at the bell tower of the
      Carmes-Deschaux, looming against the sky, as if to intuit
      the danger lurking there.

                                                CUT TO:

148   EXT. LOUVRE - BALCONY - DAY                               148

      Louis and Anne lead the procession to the doors of the
      balcony. The crowd roars and the TRUMPETS BLARE. The
      King steps into the sunlight. The Queen follows, then
      Richelieu. The three most important people in France
      stand together, acknowledging the clamoring multitudes.


149   EXT. BELL TOWER - DAY                                     149
      The marksman takes careful aim. The cheering down below
      is like a faint whisper at this altitude. The marksman
      cocks the hammer of his flinklock.
                                                CUT TO:


150   INT. STEEPLE - DAY                                        150
      D'Artagnan hears the click of the musket's hammer, and
      knows he must act now. He  looks around and sees his
      chance. D'Artagnan leaps  off the stairs and grabs a
      handful of rope, using his weight to RING the BELL
      overhead.
                                                CUT TO:

151   EXT. BELL TOWER - DAY                                     151

      The BIG BELL makes a resounding, ear-splitting CLANG --
      causing the marksman's SHOT to go wild.
                                                CUT TO:


152   EXT. LOUVRE - BALCONY - DAY                               152
      The SHOT misses the King and EXPLODES INTO the WALL an
      inch from his head. Louis turns to Richelieu -- sees
      anger and disappointment flash on the Cardinal's face.
      Just for an instant... but it is enough.
                                                CUT TO:

                                                           128.

153   INT./EXT. LOUVRE - DAY                                    153
      Pandemonium, inside and outside the Palace. Athos,
      Porthos, and Aramis emerge from the crowd at the entrance,
      draw their swords, and prepare to rush the long line of
      Guards protecting the doors. The Guards cannot believe
      what they are seeing. Three men against a hundred. It's
      ridiculous. But then... the looks on Guards' faces begin
      to change, subtly at first, from amusement to horror.

154   THEIR POV                                                   154

      Behind Athos, Porthos, and Aramis, something incredible
      happens. Musketeers appear from every direction. Some
      from the surrounding crowd. Some from buildings, roof-
      tops. Others appear on horseback, a few disguised as
      monks. And all defiantly wearing their blue and gold
      tunics.
      The murmur of the crowd becomes an excited roar. The
      corps of Musketeers line up behind Athos, Porthos, and
      Aramis. Porthos and Aramis exchange a smile. Athos
      keeps his usually dour expression. But his eyes are
      charged with excitement. They raise their arms, and
      face the long line of Guards. A hundred sabers flash in
      the sunlight.
                                ATHOS
                  Save the King!!

      The Musketeers charge.   It is a glorious sight.
                                                 CUT TO:


155   EXT. BELL TOWER - DAY                                     155
      D'Artagnan scrambles up through the trapdoor, and tackles
      the marksman. As the BELL CONTINUES TO CLANG, they fight
      hand-to-hand. The marksman forces d'Artagnan toward the
      edge of the tower. Two hundred feet to the ground below.
      They remain deadlocked for a beat, the marksman inching
      d'Artagnan backward, certain death behind him. And at
      the last moment, d'Artagnan summons up the strength of
      three -- and shoves the marksman backward with a resound-
      ing kick.

      The marksman stumbles, falls through the open trapdoor,
      and plunges to his death.
      D'Artagnan peers down the shaft. There's a faint CRASH
      as the marksman hits bottom. Utilizing the bell ropes
      like a fireman's pole, d'Artagnan grabs hold and slides
      down into the abyss.
                                                 CUT TO:

                                                           129.

156   INT. GREAT HALL AND THRONE ROOM - DAY                     156
      Pandemonium reigns. Rochefort instructs his Guards to
      close the huge door to the great hall. The members of
      the King's royal court run in panicked circles, convinced
      the palace is under seige. Constance pauses amid the
      riot, seeks the Queen.

      But Richelieu has found her first. He steps to Anne,
      assumes an air of priestly innocence.
                              RICHELIEU
                Your Majesty...

      But Louis steps INTO VIEW, puts a protecting arm around
      his wife, speaks stern command:

                              LOUIS
                Leave us... alone.
      That's when a loud BOOM rocks the room.


157   ANOTHER ANGLE                                             157
      The great door shudders under the impact of a terrific
      blow. Another BOOM and the great hall is plunged into
      further chaos. The regiment of Guards rush forward,
      press their bodies against the door to secure it.
      BOOM -- the great door threatens to split in half.
      Richelieu huddles with Rochefort amid the rising panic.
      His eyes narrow to mean slits, he gestures toward Louis
      and Anne across the room.

                              RICHELIEU
                       (a cold whisper)
                Kill him. Kill her, too.

      Rochefort draws d'Artagnan's sword from its sheath. He
      advances on Louis and Anne. Louis has witnessed the
      latter, treason confirmed. He raises his own sword,
      prepared to protect his Queen. To die for her if
      necessary.
                              LOUIS
                       (to Anne)
                Get behind me.
      Rochefort takes confident steps toward the King. But
      one last BOOM and the great DOOR comes CRASHING down on
      the Guards, revealing a tide of Musketeers on the other
      side. Athos, Porthos, and Aramis at the lead.
                                                (CONTINUED)

                                                          130.

157   CONTINUED:                                                 157
      Louis breaks into a wide grin. The Musketeers wade into
      the Guards, and the great hall is transformed into a bat-
      tlefield. Rochefort turns, sees Athos charging at him.
                                 ATHOS
                   Greetings, Monsieur Cyclops.   Are
                   we interrupting?

                                   ROCHEFORT
                   Not for long.

      Athos and Rochefort lock swords and duel.

158   BATTLE                                                     158

      Musketeers surround Louis and Anne to ward off attack.
      But the young King has no intention of being protected.
      He wades to the fore, fights side by side with his
      Musketeers. Anne watches him with a host of emotions.
      Respect, admiration... love. Louis pauses to return her
      gaze, then returns to battle.
      Constance dashes through the fray. She sees a Guard
      slip behind a curtain, approach the Queen. She grabs a
      heavy goblet, shouts:
                                   CONSTANCE
                   Look out!
      Anne looks up. Constance tosses the goblet to her. Anne
      catches it neatly, brings it down on the head of the
      hapless Guard. Constance smiles, leaps forward.

      Aramis cuts down a Guard. As another man comes at him
      from behind, Porthos intervenes, runs the man through.
      The two Musketeers pause to exchange deadpan thanks,
      and continue.
      Athos and Rochefort slash at each other. It is a mighty
      confrontation. But Athos soon gains the upper hand.
      Rochefort shouts to a nearby Guard for help. Now it's
      two on one. Athos receives a wound in the shoulder, he
      staggers... and the treaty falls from his tunic to the
      floor. Rochefort reacts with a start, he grabs the
      treaty, stuffs it into his doublet. Athos shakes off
      the sudden pain, disposes of the Guard. Rochefort and
      Athos face each other a second time. Athos wounded,
      Rochefort confident he can finish the injured Musketeer.

      But Athos merely changes sword hands. Rochefort reacts.
      Their SABERS CLASH as they draw together. Rochefort
      grabs a dagger from his belt with his free hand. But
      Athos sees it coming, and smashes Rochefort across the
      face with his fist.
                                                 (CONTINUED)

                                                             131.

158   CONTINUED:                                                    158
      Rochefort goes sprawling. He loses his sword, it slides
      across the floor until someone's foot stops it.
      Rochefort looks up... and sees d'Artagnan standing on
      the blade.
                                 D'ARTAGNAN
                   This sword belongs to me.

      D'Artagnan stoops to pick up his long-lost sword. He
      tosses his other saber to Rochefort, who catches it
      neatly. Athos watches from a short distance, knows
      this moment belongs to d'Artagnan. He will not intervene.
      But he shouts:
                                  ARAMIS
                   D'Artagnan.   Kill him where he
                   stands.
      These are d'Artagnan's words. A son vowing to avenge the
      death of his father. D'Artagnan wonders. Rochefort
      confirms.
                                 ROCHEFORT
                   By all means. Let's discover if
                   you are as brave a man as your
                   father was. And as foolish.
                                  D'ARTAGNAN
                          (stunned by the
                            revelation as it
                            unfolds)
                   What...?
                                 ROCHEFORT
                   He died for his King and for
                   France. But most of all... he
                   died on the end of my sword.
                          (the final curse)
                   As will you.
      Rochefort smiles a taunt.     D'Artagnan raises his sword,
      whispers to heaven.
                                 D'ARTAGNAN
                   This is for you, Father.

      Then, eyes blazing, d'Artagnan attacks Rochefort with
      everything he's got, driving him into an adjoining
      chamber.


159   ANGLE TO INCLUDE CHAMBER                                     159
      A FIRE ROARS in a great stone hearth. Its light pro-
      jects giant shadows on the wall as d'Artagnan and
      Rochefort duel, slashing at each other.

                                                             132.

160   GREAT HALL                                                    160
      Athos, Porthos, and Aramis take the fight to the
      Cardinal's Guards. Each with his by-now familiar
      tradmarks. King Louis fighting beside them.

161   D'ARTAGNAN AND ROCHEFORT                                     161

      They battle before the blazing fire, sweat covers their
      faces. Rochefort wears a wolfish grin. But d'Artagnan
      has learned his lessons well. He attacks with gusto.
      Rochefort's grin soon turns toward desperation. He
      cannot match the boy's vengeful steel. So he drives a
      knee into d'Artagnan's groin. D'Artagnan falls to the
      floor. Rochefort means to finish him there. But
      d'Artagnan rolls away from the blade, leaps back to his
      feet. Undaunted, he hurls himself at his hated opponent.

      Rochefort sidesteps, throws d'Artagnan against a wall.
      He pins him there, stunning the youth. And hisses with
      superior disdain:
                                 ROCHEFORT
                   One thing's certain. You're no
                   Musketeer.
      But d'Artagnan remembers Athos' advice. "Always find
      your enemy's weakness." He shoves a thumb into
      Rochefort's good eye. Rochefort stumbles backward.
      D'Artagnan plunges his sword into Monsieur Cyclops's
      heart.
                                 D'ARTAGNAN
                   Take it back...?

                                 ROCHEFORT
                   I might... have been... mistaken.

      Rochefort crumples to the floor, dead. D'Artagnan looks
      at Rochefort's blood on his sword. His father's death
      finally avenged. That's when he hears the RUSTLE of a
      SILKEN ROBE. D'Artagnan pivots, sees Richelieu kneeling
      at Rochefort's body... extracting the treaty from his
      doublet.
                                D'ARTAGNAN
                   No!!

      Richelieu smiles,   hurls the treaty into the blazing
      fireplace. As the    flames begin to lick at the parchment
      paper, d'Artagnan   flies past the Cardinal, and dives
      after to retrieve   it.

                                                    (CONTINUED)

                                                               133.

161   CONTINUED:                                                      161
      Athos, Porthos, and Aramis enter the room. D'Artagnan
      stumbles out of the fireplace, covered with soot,
      clutching the treaty. He grins. ON d'Artagnan's look
      of triumph...
                                                    CUT TO:


162   INT. GREAT HALL AND THRONE ROOM - DAY                       162
      A short time later. The battle is over. The Musketeers
      have won. On the dais, Louis and Anne confront Richelieu
      who is a prisoner now, guarded by several Musketeers.
      Louis holds the recovered treaty in his hands.

      D'Artagnan and the three Musketeers stand nearby.

                                 RICHELIEU
                   Your Majesty, that document is an
                   obvious forgery. I am clearly the
                   victim of a conspiracy designed
                   and perpetuated by these three
                   Musketeers.

      Richelieu assumes a trustworthy pose, one familiar to
      both King and Queen.
                                 LOUIS
                   This is a complicated matter,
                   Your Eminence, affecting both
                   France and the crown...
      A beat. As all wonder if Richelieu will manage to elude
      blame after all. But Louis continues with quiet author-
      ity, just a trace of humor. As King, and as a man.
                                 LOUIS
                   And so, until such time as I and
                   my advisors --
                          (gestures toward
                           Anne; the
                           Musketeers)
                   -- can determine the whole truth
                   of the matter. I invite you to
                   await our decision in the comfort
                   of... the Bastille.

      Musketeers close in around the Cardinal.     He fumes,
      protests.

                                 RICHELIEU
                   You can't do this to me.   I'm the
                   Cardinal of France.
                                                    (CONTINUED)

                                                                  134.

162   CONTINUED:                                                         162
                                 LOUIS
                          (never more certain)
                   And I am its King.
      Shouts of "Long live the King!       Long live the King!"

                                 LOUIS
                   And as King... I hereby reinstate
                   the Musketeers.
      A tremendous cheer is heard from all. Richelieu is led
      from the room. He pauses in front of d'Artagnan.
                                 RICHELIEU
                   Congratulations, Monsieur
                   d'Artagnan. I'll be keeping an
                   eye on you.
                                 D'ARTAGNAN
                          (unphased)
                   Thank you, Your Eminence.    I'll
                   be watching you, too.
      Richelieu smiles his crocodile smile. Followed by
      guards, he turns and strides away, hands clasped behind
      his back, scarlet robes billowing behind him.
      Louis turns to the Musketeers.       He indicates d'Artagnan.

                                 LOUIS
                   Is this the young man who saved
                   my life?
      Porthos puts a hand on d'Artagnan's shoulder.
                                 PORTHOS
                   His name's d'Artagnan, Sire.

                                 LOUIS
                   Approach, d'Artagnan.

      D'Artagnan's heart pounds as he draws closer to King and
      Queen. Then he remembers, reaches into his doublet. And
      turns to the Queen.

                                 D'ARTAGNAN
                   I have something that belongs to
                   ... Your Majesty...
      D'Artagnan produces the bracelet he found on the country
      road. He holds it out to her. The King wonders, the
      Queen smiles.
                                                       (CONTINUED)

                                                              135.

162   CONTINUED:    (2)                                            162
                                 ANNE
                   Thank you, d'Artagnan. But the
                   bracelet does not belong to me.
                          (off his look)
                   It belongs to her.

      Anne indicates Constance, who steps forward, INTO VIEW.
      D'Artagnan and Constance lock eyes for the third time.
      The thrill of recognition, the promise of romance,
      charges between. D'Artagnan slips the bracelet around
      her wrist. Constance kisses him on the cheek. Louis
      continues:
                                 LOUIS
                   D'Artagnan, I am in your debt.
                   What can I do to repay the courage
                   you've shown me? Anything,
                   D'Artagnan.  Whatever your heart
                   desires...
      D'Artagnan knows what he wants. But he is tongue-tied,
      unable to ask for it. Athos asks for him.
                                 ATHOS
                   Majesty, his heart has only one
                   desire. To become a Musketeer.
      D'Artagnan looks at Athos, thankful for the intercession.
      Louis answers with pleasure.
                                 LOUIS
                   Then kneel, d'Artagnan.
      D'Artagnan drops to his knees. Louis lays the blade of
      his sword on each of his shoulders.
                                 LOUIS
                   The world is an uncertain realm,
                   filled with danger. Truth
                   despoiled by broken promises.
                   Honor undermined by the pursuit
                   of gold. Freedom sacrificed when
                   the weak are oppressed by the
                   strong. But there are those who
                   oppose these powerful forces.
                   Those who dedicate their lives to
                   truth, honor, and freedom. They
                   are a constant reminder to all of
                   us. That such a life is not just
                   possible, but necessary to our
                   continued survival. As a country,
                   as a King. These men are known as
                   the Musketeers...
                                                     (CONTINUED)

                                                               136.

162   CONTINUED:    (3)                                            162
      As Louis speaks, D'Artagnan closes his eyes; countless
      images rush through his mind. His home in Gascony,
      Constance and Queen Anne on the country road, his first
      encounters with Athos, Porthos, and Aramis, their
      adventures together, the face of Milady. It's been a
      busy week.

                                 LOUIS
                   Rise, d'Artagnan. And join them.
                   Musketeer.

      D'Artagnan stands, transformed from boy to man. BELLS
      RING in the distance. Constance smiles brightly, tears
      gleam in her eyes. Athos, Porthos, and Aramis surround
      their young friend, and happily present him with the
      bright blue tunic of the Musketeers. They slip the tunic
      over d'Artagnan's head, react with a cheer. D'Artagnan
      hugs each of the three. For each has given him gifts
      more valuable than gold.
      Porthos, Aramis, and last... Athos.       Who, to the surprise
      of all who know him... smiles.
                                 PORTHOS
                   Do my eyes deceive me?
                                 ARAMIS
                   I find it hard to believe myself.

                                 PORTHOS
                   His lips, unused as they are to
                   such a contortion, twisted and
                   stretched... into a smile.

                                 ARAMIS
                   It was spectacular. And what
                   teeth.

      D'Artagnan basks in their company, wonders aloud.
                                 D'ARTAGNAN
                   I know this is a stupid question.
                   But what exactly does a Musketeer
                   do?

      Porthos and Aramis exchange a glance.       They're not so
      sure themselves.
                                 PORTHOS
                   Truth... honor...

                                 ARAMIS
                          (helpfully suggests
                           a third)
                   And freedom.
                                                     (CONTINUED)

                                                            137.

162   CONTINUED:    (4)                                        162
                                 PORTHOS
                   Weren't you listening?

163   HIGH ANGLE                                                   163

      The Three Musketeers -- no, make that the four
      Musketeers -- raise their swords, and clash blades
      together, causing them to give off sparks.
                                 D'ARTAGNAN
                   All for one...
                                 OTHERS
                   ... And one for all!!

      MUSIC SOARS.    The curtain falls.
                                                FADE OUT.




                                 THE END