Don Quixote is a middle-aged gentleman from the region of La Mancha in central Spain. Obsessed with the chivalrous ideals touted in books he has read, he decides to take up his lance and sword to defend the helpless and destroy the wicked.

The three best of the disbanded Musketeers - Athos, Porthos, and Aramis - join a young hotheaded would-be-Musketeer, D'Artagnan, to stop the Cardinal Richelieu's evil plot: to form an alliance with enemy England by way of the mysterious Milady. Rochefort, the Cardinal's right-hand man, announces the official disbanding of the King's Musketeers. Three, however, refuse to throw down their swords - Athos the fighter and drinker, Porthos the pirate and lover, and Aramis the priest and poet. Arriving in Paris to join the Musketeers, D'Artagnan uncovers the Cardinal's plans, and the four set out on a mission to protect King and Country.