It stars Matthew Macfadyen, Logan Lerman, Ray Stevenson, Milla Jovovich, Luke Evans, Mads Mikkelsen, Orlando Bloom, and Christoph Waltz.

In Venice, the musketeers Athos, Porthos, and Aramis, with the help of Milady de Winter, steal airship schematics made by Leonardo da Vinci.

Athos brings Porthos and Aramis to the duel as his seconds, causing D'Artagnan to realize their true identities.

Richelieu instructs Milady, now his accomplice, to plant false love letters among Queen Anne's possessions, and steal her diamond necklace, and take it to the Tower of London in order to frame her as having an affair with Buckingham, which would force King Louis to execute her and declare war on England.

In order to secure her own position, Milady demands that Richelieu declare in written authorization that she is working on behalf of France.

The false letters are found and given to King Louis, who is advised by Richelieu to set up a ball at which Queen Anne would be forced to wear the necklace.

The musketeers depart back to Paris, only to be intercepted by Rochefort in a much larger airship, for Milady had given Richelieu copies of da Vinci's blueprints.

His superior airship has the upper hand and severely damages the opposing vessel, but the musketeers use the clouds to rally and counterattack.

Meanwhile, Milady is found alive in the English Channel by Buckingham, who declares his intention to exact revenge as they advance towards France with a massive fleet of battleships and airships.

The website's consensus is "It plays admirably fast and loose with Alexandre Dumas' classic tale, but in every other respect, The Three Musketeers offers nothing to recommend—or to set it apart from the many other film adaptations".

Without drama or reverence for its source and lacking any genuine interest in history or literature, the film offers small pleasures with its visual kicks, found principally in protracted scenes of battling airships and generic stunt work adapted from Hong Kong action movies".

[17] "Not original enough to be funny, nor serious enough to be gripping, this film seemed to go on forever, and then ended with the threat of a sequel", was part of Robbie Collin's criticism in a review for The Telegraph.

[18] Jim Schembri of The Sydney Morning Herald welcomed the lack of fidelity: "It's as though the screenplay was brainstormed by Alexandre Dumas and Jules Verne ... pure multiplex mulch, as disposable as it is entertaining".