The only way to make a bad movie out of The Three Musketeers is to cast Charlie Sheen in it as they did in 1993. Note to other reviewers: EVERY filmed version of this Dumas' tale has to be a chop job—unless it becomes a multi-episode cable TV series. Note #2: most classics get spoofed (think how delightfully well Mel Brooks has done with Life of Brian, Frankenstein, Dracula, Robin Hood. Few actors of his day could surpass Don Ameche for versatility (singer, physical actor, comedy actor), and Binnie Barnes rivals any other female actor who's played Lady d'Winter, and she proved a fine foil for the Ritz Brothers. Add John Carradine and Lionel Atwill for villainy and we have a fine cast of pros. As to the Ritz Brothers, they were superb talents: precision dancers, singers and comedians who were among the highest paid revue and nightclub acts in the USA. Like many variety comedians (Beatrice Lillie, Bert Lahr, The Wiere Brothers, Shaw & Lee, Jimmy Savo), it was difficult to adapt narrative material for three surreal madcaps like the Ritzes. The Three Musketeers is enjoyable not only because of Ameche, Barnes, Carradine and Atwill, but for the bright and witty story curve fielded by Al, Harry & Jimmy Ritz. The Three Musketeers does not showcase the Ritzes at their best (see: You Can't Have Everything; Sing, Baby, Sing; and On the Avenue. Pass on The Gorilla; it doesn't merit anyone's consideration. But The Three Musketeers may be their best film in overall quality—after all, it was directed by Allan Dwan (who helmed the Doug Fairbanks version). Frank Cullen founder: ABQ Film Club and American Vaudeville Museum author: Vaudeville Old & New (Routledge 2007).

The Ritz Brothers are an acquired taste...like arsenic! Try as I might, every film I have seen these guys in I have thoroughly despised them. Now I read at least one review that liked this comedy(?) team, but I cannot stand them. I have reviewed quite a few films over the years by teams like the Marx Brothers, Olsen and Johnson, Wheeler and Woolsey, Abbott and Costello as well as the Three Stooges (all contemporaries of the Ritz's) and can say that for me, they are by far the least talented team of the era. Most of this is because unlike these other teams, there is no distinct personality for any of the three Ritz brothers. They all look pretty much the same and mug almost constantly for the camera. They also do not appear to have any talents other than acting goofy--not exactly a deep act! If you asked me which one was Harry or Jimmy, I certainly couldn't tell you--and I assume it's probably true for most people who have seen their films. So why, oh why, did they think to put these no-talents into Dumas' classic tale?! It's even more perplexing because the rest of the film is played so straight and the Ritz moments seem almost tacked on or an intrusion. I can only assume that studio chief Darryl Zanuck must have been insane at the time or under the influence! Other than the Ritz's antics, the rest of the film an an odd melange. On one hand, the ever-competent Don Ameche stars as D'Artagnan was not a bad casting decision--he was handsome and could sing quite nicely. The film also looked very nice. However, someone must have really had it out for Ameche, as in addition to saddling him the with Ritz Brothers, many of the songs they gave him to sing (in particular the first one) were simply awful. The tunes weren't bad but the lyrics...uggh!!! My house needed fumigation after several of them!What we have left are some decent actors trying to make the best of an untenable situation. They tried their best but the film simply was begging to be remade. My advice is to see the 1948 version with Gene Kelly or any of the more recent remakes, as they are head and shoulders above this 1939 mess--one of the few stinkers to come from this golden year in Hollywood.Overall, a tedious mess. The only good in the film I can think of is that it led to a clever episode of "Leave it to Beaver". The Beaver was supposed to do a book report on "The Three Musketeers" and instead watched this film and based the report entirely on it! Not surprisingly, he got an F and learned his lesson! I do wonder what this movie would have been like with the Marx Brothers and their zaniness. Sure, at the time they were employed by a different studio (MGM), but they could have really given the film a needed infusion of anarchy and goofiness.Not worth your time unless you are a 100% crazed movie freak (like me). Try ANY other version of the tale--it can't help but be better.

Darryl Zanuck does to The Three Musketeers what Mr. Joyboy does to the loved ones at Whispering Glades Mortuary. They sure look well groomed and well cared for, but I wouldn't want to embrace them enthusiastically. They're just a little...well, stiff. The story goes that Zanuck in 1939 thought the time was right for a movie full of laughs, slapstick and songs, all done on the cheap but looking good. What else could have come to Zanuck's mind than Dumas' The Three Musketeers, especially since there were no rights to pay for. There's still the skeleton of the story. The Queen of France (Gloria Stuart) has given an emerald brooch to the Duke of Buckingham as a remembrance token. Cardinal Richelieu (Miles Mander) discovers this and sets up a nasty surprise for her which will ensure his power over the King. But that young man from Gascony who is eager to become a King's Musketeer, D'Artagnan (Don Ameche), learns of the plot while falling in love with one of the Queen's attendants, Lady Constance (Pauline Moore). He enlists the three Musketeers he was going to duel with and off they go to retrieve the brooch, save the Queen, foil the Cardinal's plan and frustrate the Cardinal's beautiful agent, Lady de Winter (Binnie Barnes). However, the real three musketeers are given about three minutes of screen time. Taking their place in mistaken identity are three lackeys...the Ritz Brothers. Although Don Ameche makes a likable enough fighting and singing D'Artagnan, this Three Musketeers lives or dies on how funny you think the Ritz Brothers are. They were big stuff in the Thirties, but faded fast in the early Forties. They were loud, anarchic and could do some fine precision dancing. In this film, their stomping routine with metal plates strapped fore and aft is first rate. Since the movie only lasts about 72 minutes, there's a lot of the Ritz Brothers. Ameche is assured, pleasant and, as he was throughout most of his career, bland. He was a popular leading man in the Thirties and Forties, but never quite found a firm grasp on top stardom. Everyone liked him, he went home at 5 p.m. to his wife and kids, didn't drink and he always knew his lines. By the time the Fifties were underway he was doing a lot of television and had a success on Broadway as the lead in Cole Porter's Silk Stockings. He was largely forgotten until, improbably, he hit stardom in the movies one more time. With Trading Places in 1983, Cocoon in 1985 and Things Change in 1988, Ameche, now as an older star character actor, was on top again. He stayed there until his death in 1993 at age 85. It's a nice story. Ameche is both blessed and cursed in the movie. He's blessed because he has a chance to show what a skilled singer he is, from the Musketeers' march to an odd traveling song to his declaration of love for Lady Constance. He's cursed because these are some of the most mundane songs imaginable. Here's Ameche singing with his head through a hole in a wooden door to Constance: And if my song could make you say you love me, / Then heaven would be bright above me. With words and music straight from my heart, / My song would tell my love for you, my lady. While he's singing this song, Pauline Moore as Constance looks as if d'Artagnan must have had too much garlic on his escargots. It's an awkwardly acted and staged scene. But here's a toast to Lady de Winter, a spy to die for. And she'll help you. de Winter is one of the great characters in the book and she usually steals the scenes she has in the many movie versions. Lana Turner and Faye Dunaway were memorably murderous and stunningly beautiful as Milady. With Lady de Winter's fondness for causing others to die and with her cool delight in using men's lust to achieve her ends, one can only assume that she never had enough love as a child. Binnie Barnes plays her and does a great job. Barnes is blond and beautiful, and her de Winter would just as soon skewer D'Artagnan as make love to him. Binnie Barnes said once, "I'm no Sarah Bernhardt. One picture is just like another to me as long as I don't have to be a sweet woman." How well you enjoy this movie probably depends on how well you enjoy the Ritz Brothers. The movie is dated, the humor is broad, the songs aren't very good. Still, The Three Musketeers has a lot of good natured charm.

The renowned late British film historian Leslie Halliwell includes this film in his book " Halliwells hundred" as one of the funniest and under-appreciated musical spoofs in his long film going experience...this prompted me to take a look at it , and indeed it IS funny and it makes one wonder why the Ritz brothers are now all but forgotten by the general public(well, that shouldn't surprise anyone, as the "general" public has the memory of a fruit-fly when it comes to classic cinema...) and their contemporaries the 3 stooges are still so over-appreciated and all over the place....cults are strange things and often owe more to snobbish "in-the-know"-isms than real talent.... Nevertheless....the other review of this movie on this site seems to be a little besides the point....this is a bit of fluff, but it's Great fluff, made with style and often more straightforward and to the point than other more pompous versions of this old yarn...relax and enjoy it : its entertainment...as light and pleasant as a summers breeze, as funny as your self-important uncle falling face down in a cream pie! And oh yes, I DO know Friml's score for " the 3 musketeers"...it COULD have been used yes, but boy would it have been BORING!