















                   THE MAN IN THE IRON MASK

                              by

                        Randall Wallace




























                                           FIRST DRAFT

                                           September 18, 1995





FADE IN:

From the BLACKNESS before the first images, we hear a young
woman's tortured SCREAM, muffled by her own will.  We see her
mouth, open in agony; her face, beaded with sweat.  Her name
is ANNE, and she is Queen of France.  She lies in

A ROYAL BEDCHAMBER

The royal DOCTOR kneels at the foot of her bed; her own royal
mother grips her hands...

On the opposite side of the huge bedchamber, and separated
from the queen's bed by an artistically painted screen, are
royal ADVISORS sweating and anxious for any word to take to
their king.  They wince as the Queen moans again in the pain
of childbirth.

Her fingers claw out for help, but her Doctor ignores her
need to be touched and comforted; he is concerned only for
the baby.  Only her PRIEST, FATHER BELLES, sits at her head,
stroking her hair gently and rapidly whispering prayers.

                     DOCTOR
          The head is born!  One arm... the
          other arm... it is a boy!

The advisors, disregarding the Queen's privacy, scurry around
the screen to see the doctor lift the beautiful baby, wet
with birth.  The mother -- the Queen -- is still in agony,
yet she struggles to lift her head.

                     ADVISOR 1
          I shall tell the king!

                     ADVISOR 2
          I shall tell him!

They hurry for the door.  But their race to be first to bring
this great news to the King is interrupted as the Queen emits
another cry; it surprises the doctor.

                     DOCTOR
          M'lady...?

He kneels again to examine the Queen.

                     DOCTOR
          Another...?  It is another!

The joy vanishes from the faces of the advisors.  They look
gravely at each other, as they hear a second BABY'S CRY.

                                                SMASH TO:

A DARK COURTYARD - NIGHT

A door groans open in a hidden corner of the palace courtyard
and into the darkness steps a dashing figure.  His face is
hidden in shadow, but we know from the silhouette of his
cloak and plumed hat that he is a MUSKETEER.

He carries an OBLONG BASKET.

A carriage is just rattling onto the flagstones of the
courtyard.  The Musketeer steps into its interior, with a
sharp word to the driver --

                     MUSKETEER
          Away.

The whip CRACKS and the carriage plunges into the night.

                                           TIME DISSOLVE:

EXT.  ESTABLISHING THE ISLAND FORTRESS PRISON - DAY

On a gash of rock thrusting upward from the sea along the
southern coast of France stands an island fortress, a prison,
like an Alcatraz of the Mediterranean.  Just off a coastline
renowned for its beauty, the fortress is horrible and
foreboding.  As we SUPERIMPOSE:

                            1662
                   TWENTY-TWO YEARS LATER

INT.  THE FORTRESS PRISON

With the camera as our moving POV, we survey the prison.  It
is a horrible place:  dungeons where prisoners lie in their
own filth; corners where jailers rut with unresisting captive
women; long twisting corridors lined with cells, from which
prisoners whimper, or moan in madness.  Up a long winding
staircase our POV moves; we push through the barred window of
a cell... It is somewhat cleaner than the rest of the places
we've seen, but still a prison.  We PAN the cell.

And we see a man.  A MAN IN AN IRON MASK.  It is terrifying,
to think of anyone imprisoned in this way.  We push in on his
eyes... They are blue, childlike.

A greasy jailer -- the prisoner's KEEPER -- puts his face to
the barred window of the door, and speaks with bored cruelty.

                     KEEPER
          You dead yet?

                     MAN IN THE IRON MASK
          No, Keeper.

                                             DISSOLVE TO:

EXT.  ESTABLISHING PARIS - DAY

SUPERIMPOSE:

                           PARIS

EXT.  PARIS STREET - NIGHT

Through the narrow streets of the old city gallops a dashing
figure, his cloak flying behind him and catching the
moonlight, his horse's hooves clattering along the
cobblestones as he dodges the beggars living in the filthy
shadows.  He is a magnetic sight, riding the horse as easily
as if they were racing across an open field and not through a
cluttered street, and guiding the stallion as if its grace
and power came not from the animal but from the rider.
Sitting lightly in the saddle is

D'ARTAGNAN

famous Musketeer, Captain of the King's Royal Bodyguard.  He
is still handsome at mid-life, still erect, unambiguous in
his courage and his loyalty.

He rides past a knot of angry beggars, moving through the
streets breaking windows and scavenging for food.  When they
see d'Artagnan, some throw rocks at him.  They sail by
d'Artagnan's head; he ducks them with the fluid grace of a
boxer dodging punches, and keeps on riding.

OUTSIDE THE CATHEDRAL

D'Artagnan rides into the courtyard of a grand old residence
beside Notre Dame Cathedral.  Priests are dispensing food to
beggars gathered in the courtyard.  As d'Artagnan reins his
horse to a stop the wretched people stare with contempt at
the royal symbols on his uniform.  But d'Artagnan is not a
man anyone would be quick to confront; as he dismounts and
moves toward the doorways the people part for him.

He pauses as he sees, parked to one side of the old
residence, a big rickety carriage.  D'Artagnan smiles.

                     D'ARTAGNAN
          Porthos too!

D'Artagnan hears drunken feminine giggles echoing down the
staircase of the tower above him.

INT.  PRIESTS' RESIDENCE - A STAIRWAY - DAY

Four people are moving up a winding stairway; three are
women, bosoms spilling from their gaudy dresses; the fourth
is PORTHOS, the former Musketeer, now a nobleman of great
wealth and even greater girth.  He and the women are drinking
wine as they stagger up the stairs, the women towing Porthos
like rowboats tugging a ship to dock.  Porthos is not so
drunk that his hands fail to find pleasant places to grip
their bodies as they walk and giggle.

                     PORTHOS
          Ah ha!  Here we are!  Aramis!
          Porthos is here!

They reach a doorway.  Porthos kicks it open, staggers back,
and begins shoving the women inside.

INT.  A PRIEST'S APARTMENT - DAY

The first of the partying women tumbles inside; she stops
short at what she sees.  The second and third stumble in
after her and they too stop dead still, sobered by what they
see.  Then with a great roar Porthos barrels in.

                     PORTHOS
          Aaaaaaaramis!!  Porthos is --

He stops dead in his tracks.  From the POV OF PORTHOS AND THE
WOMEN, we see ARAMIS.  Always the most theological of the
Musketeers, and ruthlessly brilliant, he is still lean and
powerful.  And still handsome, or at least he would be; but
now he kneels before a single candle at a private altar,
wearing sackcloth and ashes in penitent prayer.

                     PORTHOS
          Sorry, my dears.  You would have
          enjoyed it too.  He's hung like a
          donkey.

                     WENCH 1
          So are you.

                     PORTHOS
          Really?  I haven't been able to see
          it for fifteen years.  Go on now,
          leave His Holiness alone.  I'll
          bring you back tomorrow when he's in
          a better mood.

He whacks their bottoms, herding them out, then swaggers to
Aramis, heaving himself to a seat beside his praying friend.

                     PORTHOS
          Please revel with me, Aramis, I need
          my spirits lifted.  I'm old, I'm
          weak, my strength is gone --

                     ARAMIS
          Be quiet, you fat fool.  Can't you
          see I'm praying?

                     PORTHOS
          I just said you're praying!  Are you
          deaf too?  I know you're blind,
          because if you had seen the tits
          that just walked out of here, you'd
          have tears in your eyes.

                     ARAMIS
               (trying to ignore him)
          There are more important things than
          tits.

                     PORTHOS
          Really?  If you can name me one
          thing, one single thing, that is
          more sublime than the feel of a
          plump pink nipple between my lips,
          I will buy you a new cathedral.

Aramis is still trying to pray, but rises to the bait.

                     ARAMIS
          Forgiveness.

                     PORTHOS
          Forgiveness?

As if in reply, Porthos lets rip an enormous rolling fart.

                     PORTHOS
               (beat)
          Forgive me.

Aramis' fingers clamp down on the rosary beads, as he tries
to keep praying.

                     PORTHOS
          Am I forgiven?

Aramis abruptly backhands his huge friend.  Porthos reels
backwards, landing in a chair.

                     PORTHOS
          I observe your forgiveness isn't
          sweeter than a plump nipple.

                     ARAMIS
          Can't you see I'm praying,
          goddammit?!

Porthos raises a foot and kicks the bishop in the balls.
Aramis staggers back and grabs a chair to throw it; Porthos
picks up the whole table -- just as d'Artagnan enters.

                     PORTHOS AND ARAMIS
          D'Artagnan.

Porthos tosses the table aside and bear hugs d'Artagnan.

                     PORTHOS
          How are you, you skinny little pup!

Aramis sets the chair down in embarrassment.

                     ARAMIS
          A simple theological discussion.

                     D'ARTAGNAN
          Aramis -- the King wishes to see
          you.

                     ARAMIS
          Still you serve him loyally --
          though people hurl rotten eggs at
          his royal emblem.

Aramis lifts d'Artagnan's cloak as evidence:  near its hem,
sure enough, is the remnant of a broken egg.

                     D'ARTAGNAN
          I see your mind is sharp as ever.
          The King said, "Right away."  Cut
          deep and hard, my friends.

                     PORTHOS
          Deep and hard, D'Artagnan.

D'Artagnan clasps Porthos' hand, then that of Aramis, and
leaves, as Porthos shakes his head.

                     PORTHOS
          We were all Musketeers once, eh?  Oh,
          I forgot.  For the poor, the ones
          you were praying for.

He hands a purse to Aramis.  Surprised, even touched, Aramis
reaches for it.  Just as he takes the money, Porthos throws a
haymaker; but Aramis sees the sucker punch coming and ducks.
Suddenly the two old warriors are circling again.

                     PORTHOS
          I wonder how Athos is doing.

INT.  A SMALL HOUSE - DAY

ATHOS stands at the dressing table in a modest room; dressed
in a dark plain coat, he too is a former Musketeer -- gray
haired and handsome, intensely intelligent, with a hard crust
of manners masking seas of emotion.  He opens a small wooden
box and digs through medals of heroism; he finds what he's
looking for just as his son RAOUL enters.  RAOUL is in his
mid-twenties; he wears the uniform of a soldier in the French
Army.  He is nervous, pacing, looking at every angle in the
mirror.

                     RAOUL
          Do I look all right?

                     ATHOS
          None of the ladies will be able to
          take their eyes off you.

                     RAOUL
          I care only about Michelle.  Should
          I ask her when we first arrive?
          Or... or when we're leaving?  I
          could ask her in the carriage -- but
          it is more romantic at the palace.
          I get so confused...

                     ATHOS
          Perhaps this will help.

He hands Raoul the simple gold ring he took from the box.

                     RAOUL
          Mother's ring.  I can't take this.

                     ATHOS
          She died giving you to me.  And I
          want to die knowing it is one the
          finger of the women my son loves.

They embrace.  Athos' eyes mist, but he smiles.

                     ATHOS
          Now go, and bring back your fiance.

ESTABLISHING - THE ROYAL PALACE - DAY

The Palace glows golden in the Parisian sunshine.  Carriages
deposit guests for the lavish party in the royal gardens.

EXT.  THE ROYAL PALACE - GARDENS - DAY

Attractive young adults strut about in the extravagant attire
of Louis XIV's France, the men like peacocks, the ladies in
gowns that seem to squeeze their entire bodies up into their
bosoms.  They laugh and smile and strike courtly poses
pretending to talk with each other -- but all eyes are on the
doorway, through which the king is about to come...

JUST BEYOND THAT PALACE DOORWAY

KING LOUIS the Fourteenth is having his wardrobe adjusted by
a flock of tailors.  He is twenty-two, and would be quite
handsome, except for the total self-absorption.  He's
checking himself in a full length golden mirror as two of his
advisors, PIERRE and CLAUDE, try to speak with him.

                     PIERRE
          Your Majesty, I know it is a... a
          festive time, but before --

                     KING LOUIS
          The blue sash.  No, the burgundy!

                     PIERRE
          ... before the party begins --

                     KING LOUIS
          The party has already begun -- so
          why are you delaying me?

                     PIERRE
          We do not wish to delay you,
          Majesty, but... as your advisors, we
          feel it is our -- our --

                     CLAUDE
          ... our duty.

                     PIERRE
          Yes!  It is our duty to let you
          know... there are riots in Paris.

                     LOUIS
          Riots?  My people live in the
          world's most beautiful city, their
          king has the grandest palaces on
          earth.  Why should they feel
          anything but pride and contentment?

                     PIERRE
          Well yes, of course, Majesty, and
          I'm sure they are content... except
          that... well, they are starving.

                     LOUIS
          Sometimes the poor do grow hungry.
          But why would they riot about it?

As he says this, a replica of the Matterhorn made of fruits
and meringues is carried past the window by a team of chefs.

                     PIERRE
          Majesty... We have more than enough
          food set aside for your birthday
          celebration next week.  If we
          distributed some of that, we would
          have time to gather more before --

                     LOUIS
          Aramis!  I have been expecting you!
               (to the tailors)
          We are satisfied, that will do.

The tailors and advisors withdraw as Aramis -- still in his
simple priest's robe -- strides forward and bows to the kind.

                     ARAMIS
          Your birthday celebration, your
          Majesty?

                     LOUIS
          Next week.  This is a mere garden
          party -- and I wish to join it, so I
          will be brief.  I am experiencing
          resistance from the Jesuits.

                     ARAMIS
          Well... perhaps you should speak
          with them, your Majesty.

                     LOUIS
          I have demanded it -- and common
          priests present themselves!  Can you
          imagine the arrogance?  Common
          Jesuit priests try to act as my
          equals, and they refuse to reveal
          the names of anyone else in their
          order!  No one can keep secrets like
          the Jesuits can, and the identity of
          their leader is the darkest secret
          they hold.  Even the Pope himself
          does not know who leads the Jesuit
          Order in France!  He suspects the
          Governor General of Jesuits, whoever
          he is, is angling to become Pope
          himself.

                     ARAMIS
          How can I serve you in this?

                     LOUIS
          Perhaps you can find out who this
          secret leader of the Jesuits is.
          You are now a priest, but you were
          once a Musketeer, serving the throne
          of France, a throne ordained of God.
          Can you accept this mission, and
          keep it private?

                     ARAMIS
          If I find out the identity of this
          Jesuit rebel.  I will kill both him
          and the man who told me.

                     LOUIS
          Once a Musketeer, always a
          Musketeer, eh?

Aramis bows and Louis turns back to his mirror.  There are
mirrors everywhere in his palace, and he loves his
reflection, adorned as he is all in golden cloth, like fabric
from the sun.  Aramis leaves and the advisors return.

                     LOUIS
          Ah yes, the riots.  We have food
          stocks on the wharves right now, no?

                     PIERRE
          That food has spoiled.  That is why
          it was not shipped to the army.

                     LOUIS
          Exactly why it should be given away.

                     PIERRE
          What... an excellent idea, your
          Majesty!

EXT.  PALACE GARDENS - DAY

Among the guests are Raoul and MICHELLE, a stunningly
beautiful young woman.  Michelle is awed by the richness all
around them, while Raoul sees only her.  He holds the ring.

                     MICHELLE
          Isn't it glorious!

                     RAOUL
          Michelle...

But just as he starts to speak, trumpets blast and the King
steps through the doors and out into the lavish gardens; the
party goers give him a rousing ovation.  Raoul returns the
ring to his jacket, to wait for another moment.

Everyone watches the King, who begins guzzling wine and
telling jokes to his sycophants, who howl at the King's
witticisms.  Then Louis catches sight of Raoul and Michelle,
and lowers his voice, to his FRIENDS...

                     LOUIS
          Who is that?

                     FRIEND 1
          Raoul, son of Athos.

                     LOUIS
          Not the soldier, you idiot!

                     FRIEND 2
          Her name is Michelle.

The king is transfixed.

D'ARTAGNAN

is presiding over a huddle of fresh faced young Musketeers,
directing them to their positions around the gardens, like
secret service agents protecting a president.  He leaves
them, and quickly moves to the King.

                     D'ARTAGNAN
          Your Majesty...

                     LOUIS
          What is it, d'Artagnan?  Assassins
          falling from the sky now?

The sycophants laugh loudly.

                     D'ARTAGNAN
          The plans for use of the maze were
          not disclosed to me.

                     LOUIS
          I decided it this morning.

                     D'ARTAGNAN
          Then you must allow me to stay close
          to you so that --

                     LOUIS
          I am King, d'Artagnan.  I will
          change my mind as I wish, and I will
          enjoy my banquet as I wish!

                     D'ARTAGNAN
          But I deployed the Royal Guards
          according to your previous --

                     LOUIS
          Let us play a game, d'Artagnan, let
          us pretend I am King and you are
          Captain of my Musketeers.  Let us
          behave as if my wish is law.  And my
          wish is to enjoy this party!

D'Artagnan bows sharply as the young sycophants chuckle.
D'Artagnan retreats, then looks back to Louis and follows his
gaze to the tender young beauty who caught his eye.
D'Artagnan recognizes Raoul, son of his friend Athos.

RAOUL AND MICHELLE

As the guests mix and mingle, Raoul tries again.

                     RAOUL
          Michelle, I... Ever since I returned
          I've been wanting to speak with you
          about... about --

A gaunt SERVANT interrupts, presenting a tray of delicacies.

                     SERVANT
          Monsieur, Mademoiselle...?

                     RAOUL
          No!  Thank you -- Michelle, I --

They are interrupted by the SQUEAL of a piglet, squirming in
the hands of the king's dwarf, who holds the fat little
animal above his head and runs among the startled guests.

                     LOUIS
          It pleases us to announce an
          entertainment for our guests!  A
          contest of agility and cunning!

He takes the pig from his dwarf; the pig is clean and
perfumed, a colorful fake horn tied onto its head.

                     LOUIS
          Behold our unicorn!  Whichever of
          our guests captures the unicorn
          shall win its treasure!

With this announcement the King produces a diamond the size
of a pecan, suspended from a ribbon; the guests gasp at its
richness.  The King ties the diamond around the pig's neck.

RAOUL AND MICHELLE

Michelle is amazed at this.

                     MICHELLE
          I have never seen a diamond so
          large!

It almost makes Raoul ashamed of the modest ring hidden in
his hand.

                     LOUIS
          Into the maze!  All of you!
          Disperse, I command you!

The dwarf releases the pig, poking him through a tiny break
in the hedge; the critter skitters as only a pig can, eluding
the first laughing lunges of the guests.

THE PIG CHASE is a merry melee, as the maze becomes a tangle
of confusion.  LOUIS climbs to a platform above the top of
the ten foot hedge that forms the maze.  From his perch he
looks down on all the action, and calls encouragement.

                     LOUIS
          Are you men or mice?!

MICHELLE squeals as the pig scurries by and Raoul dives for
it.  He almost has the pig... then it kicks free.

                     RAOUL
          The pendant will be yours!

With that he races after the pig.

MICHELLE tries to follow, this way, that way, through the
maze.  Then she stops, face to face with the King, entering
through a gate hidden in one of the maze's dead corners.

                     LOUIS
          Michelle, isn't it?

Speechless, she nods.

                     LOUIS
          I would have said it was impossible,
          but I believe the excitement of the
          chase has made you even more
          beautiful.

                     MICHELLE
          Sire, I --

                     LOUIS
          You blush!  You do not wish to be
          beautiful to your King?

Her eyes go still; she understands what is happening.

FROM BEHIND THE GATE, we see d'Artagnan, watching as Louis
tries to seduce the young woman.  Even as d'Artagnan watches,
the pig comes rooting through the hedge; with a deft movement
d'Artagnan catches the animal's leg and lifts it with the
sureness of the farm boy he once was.  The pig is quiet and
comfortable in d'Artagnan's hands.

D'Artagnan watches as the King approaches Michelle, and she
allows him to touch her cheek.  The king leans to kiss her...
Michelle does not move...

WHHEEEKKKK!  The pig sails over the gate and hits the ground
running, right at Louis' feet; it sets him dancing.

The spell of the king's royal attention is shattered; as the
pig scrambles away, Michelle backs away.

                     LOUIS
          Wait!  Michelle, I --

Too late, he sees the shadow of the man looming above him,
leaping down onto him from the observation platform.  It is
the servant who offered the tray to Raoul and Michelle; he
has armed himself with a knife from the carving table, and is
diving now to plunge the blade into the king's throat.

The king is helpless, frozen.  The assassin leaps, falling
toward the king... and is impaled on the sword of d'Artagnan,
springing through the gate to save his king.

Michelle screams, the king gasps, and the assassin drops,
mortally wounded.  They stare down at him now; the would-be
assassin gurgles words through his agony...

                     ASSASSIN
          Feed... your... people.

Party guests, having heard Michelle scream, are running in to
find them.  Michelle rushes off, to find Raoul; several
people are coming up.

                     ASSASSIN
          Your people starve...!  Feed --

The king snatches out his own dagger and imperiously cuts the
throat of the dying man, to stop these offensive words.  The
king looks at his stunned subjects.

                     LOUIS
          A pitiful madman, nothing more.
          Come, let us continue our chase!
          Where is our unicorn?

The King prances away.  It takes the guests a moment, but
they know that only gaiety will please their King, and off
they go again, laughing as if nothing happened.

D'Artagnan stands still as the young Musketeers under his
command come rushing up with swords drawn.

                     YOUNG MUSKETEER
          Captain!

Seeing the dead assassin, their eyes fill with admiration.

                     YOUNG MUSKETEER
          You are the best --

D'Artagnan can't even listen; with a last glance at the King
he turns quickly and walks away.

INT.  FORTRESS PRISON

The Man in the Iron Mask sits on the floor.  A key rattles in
the lock and his keeper shuffles in, carrying food.

                     KEEPER
          Food, moron.

                     MAN IN THE IRON MASK
          Thank you, Keeper.

Not watching what he's doing, the bulbous keeper trips on
something and stumbles, dropping the food.  The prisoner
jumps to his feet, concerned.

                     KEEPER
          Look what you've done!

He picks up the tray and slings it at the prisoner.

                     MAN IN THE IRON MASK
          I'm sorry, Keeper...

The keeper looks for what he tripped on -- a worn Bible.  He
snatches it up and grabs a hunk of pages from its middle.

                     MAN IN THE IRON MASK
          No, Keeper, it's my only book!

Hearing the pleading in the prisoner's voice, the keeper
looks squarely at him -- and rips out the pages.

                     MAN IN THE IRON MASK
          What number did you tear out?

                     KEEPER
          Eh?

                     MAN IN THE IRON MASK
          What number, on the first page?

                     KEEPER
          ... Two-thirty-seven.

                     MAN IN THE IRON MASK
          Two-thirty-seven:  "... And the
          descendants of Japeth are these:
          Obediah, Zebulon, Hezekiah..."

As the prisoner rattles off the names of Biblical genealogy,
the jailer gawks at the pages in his hand.

                     KEEPER
          You've... memorized...?

                     MAN IN THE IRON MASK
          What was the end page?

As the keeper is speechless, the prisoner looks for himself.

                     MAN IN THE IRON MASK
          Six-two-one:  "... Though I speak
          with the tongues of men and angels,
          and have not love, I am but a
          clanging cymbal or --"

The Keeper staggers in shock; the prisoner bubbles with joy.

                     MAN IN THE IRON MASK
          We're playing, Keeper!  A game!
          Take another page, any page!  Keeper
          and I are playing a game!

And the prisoner takes the keeper's fat hands in his own and
begins to dance and sing.

                     MAN IN THE IRON MASK
          A game, a game, we're playing a --

The keeper's left arm goes rigid, and he clutches his chest
with his right hand; he drops upon the stone floor.

                     MAN IN THE IRON MASK
          Keeper...?

The prisoner approaches the jailer; the man is stoned dead.

                     MAN IN THE IRON MASK
          No... No!  Keeper, please, you
          cannot die!  You're my only friend!

The prisoner tries to wipe his eyes, but he can't get at
them, inside the mask.  He edges to the open door.

                     MAN IN THE IRON MASK
          Help!  Someone!  Keeper is dead!

He slumps down beside the open door, and weeps.

INT.  PALACE - D'ARTAGNAN'S ROOM - EVENING

D'Artagnan's room is spartan:  a cot, and weapons laid on a
plain table.  It has a single small window, and d'Artagnan
stands at it now, looking out into the Palace garden below.

The guests have all gone home; the party pavilions have been
cleared away.  And now in the blue dusk, a solitary lady
walks.  She is Anne of Austria, the Queen Mother, the lady we
saw in the opening.

Now, twenty years later, she is a slim frail figure.  Her
clothes are drab and simple, like the dress of mourning; she
walks in silence, watched at a distance by nun attendants.

She glances up, and sees d'Artagnan's form in the window.
When he sees her looking, he pulls away from the window.

INT.  PALACE CORRIDOR - EVENING

D'Artagnan's room is along the same corridor as the Royal
Apartments.  D'Artagnan sits at the small table, going over
paperwork.  Through his open door he sees that Anne and her
attendants are filing along in the corridor, and he rivets
his eyes back to his work.

IN THE CORRIDOR

Anne reaches the door to her apartment, and looks back to
where d'Artagnan's door is open.

INT.  D'ARTAGNAN'S ROOM

The Queen Mother's ATTENDANT appears at d'Artagnan's door.

                     ATTENDANT
          She wishes a word with you.

INT.  THE CORRIDOR

D'Artagnan approaches the Queen Mother, and bows.

                     D'ARTAGNAN
          M'lady...?

                     ANNE
          I understand you saved my son's life
          today.

                     D'ARTAGNAN
          God smiled upon us.

                     ANNE
          And you were not hurt?

                     D'ARTAGNAN
          No, M'lady.

                     ANNE
          That is good.

Without a change of expression on her still beautiful but sad
face, she enters her room.

INT.  D'ARTAGNAN'S ROOM - EVENING

D'Artagnan returns to his room, just as a young LIEUTENANT of
Musketeers (Andre) arrives with two of the Royal Guards.

                     LIEUTENANT
          Duty lists of the day, Captain!

                     D'ARTAGNAN
          Thank you, Andre.

They hand him the list and salute again, to leave.

                     D'ARTAGNAN
          Wait.  There is an entry here --
          "Messenger sent by King to residence
          of Mademoiselle Michelle Beaufort."
          Why was that?

The young Musketeers try not to smirk.

                     LIEUTENANT
          Well, Captain...

INT.  ATHOS' APARTMENT - NIGHT

Athos sits alone, playing a haunting melody on a violin.  It
is a sad tune, played with feeling; he stops as he hears a
KNOCK at his door, and opens it to --

                     ATHOS
          D'Artagnan!

                     D'ARTAGNAN
          Athos, my friend!

They embrace with deep affection -- friends who have shared
each other's darkest times.

                     D'ARTAGNAN
          It's been too long.

                     ATHOS
          Life is too long.  Except when we
          have our friends.  Look at you!
          You're still a boy!  Sit, sit!  I'll
          open a bottle of wine.

D'Artagnan takes one of the wooden chairs, by the meager
fire.  The whole place is modest at best.

                     D'ARTAGNAN
          Thanks, but not for me.

                     ATHOS
          You can't drink with a friend you
          haven't seen in months?

                     D'ARTAGNAN
          I have ordered a drill of the Royal
          Guard for midnight, and must be
          clear-headed for it.

                     ATHOS
          Midnight!  Mon dieu!  Driving the
          youngsters hard, eh?

                     D'ARTAGNAN
          They must stay sharp.  There was an
          attempt on the King's life today.

                     ATHOS
          Another?  How many times have you
          saved his life in this year alone?
          Three?  Four?

                     D'ARTAGNAN
          I heard your playing.

                     ATHOS
          I was feeling sorry for myself.
          Raoul is getting married, he
          proposed today!  I love that boy
          beyond all measure, I've spent
          everything I own to give him
          education and opportunity.  Now he
          has complete happiness, and I mope.

A cloud passes d'Artagnan's face; he has something to tell
Athos.

                     D'ARTAGNAN
          Athos...

But whatever it is that d'Artagnan wants to say is
interrupted by the sound of someone climbing the stairs.  As
Athos' face brightened with the arrival of d'Artagnan, now it
glows as he jumps up to welcome his son.

                     ATHOS
          That must be Raoul!  Raoul!  Look,
          d'Artagnan's come to visit...!
          What's wrong?  You look awful!

                     RAOUL
          Michelle, she -- The king has
          invited her to come live in the
          palace.

Athos is stunned; d'Artagnan witnesses this with agony.

                     ATHOS
          But -- are you sure?

                     RAOUL
          We were at her door.  I was just
          taking the ring from my pocket, for
          the third time today, when a young
          Musketeer brought the invitation for
          her to become a lady-in-waiting for
          the Queen Mother.

                     ATHOS
          Michelle cannot possibly accept!

                     RAOUL
          She cannot possibly refuse.  Her
          family is poor, they have even less
          money than we do.  And along with
          the invitation, the King sent the
          diamond pendant, from the piglet.

                     ATHOS
          Piglet -- ?  What are you -- ?

                     RAOUL
          Never mind, Papa, it doesn't matter
          now.  She loved me once.  I want to
          die remembering that.

                     ATHOS
          Die?  What...?

                     RAOUL
          I have rejoined the army, and asked
          to resume my commission at the head
          of the troops of General Fromberge.

                     ATHOS
          Fromberge...?!  At the front?!  No.

                     RAOUL
          It is already done.  I have just
          stopped at Mother's grave, to say
          goodbye, before coming to tell you.

                     ATHOS
          Raoul, no... You cannot do this.  No
          matter how your heart is broken --

But Raoul stops him, with an embrace.

                     RAOUL
          Goodbye, father.  I am sorry.

                     ATHOS
          Raoul --

Raoul breaks away, and runs from the room.  Athos, so joyful
moments before, holds his head as if his brain might erupt.

                     ATHOS
          This cannot be.  Everyone knows the
          Queen Mother is a recluse, and the
          ladies-in-waiting are but
          mistresses for the king!

                     D'ARTAGNAN
          If the young woman truly loves
          Raoul --

                     ATHOS
          She's a woman, d'Artagnan!  From a
          poor family.  You may still be young
          enough to believe love conquers
          everything, but I am old and hard
          and I've seen too much.  Even when
          kings are hunchbacks they have any
          woman they desire, because power
          seduces even more than love!

D'Artagnan is silent, and even ashamed.  Athos realizes --

                     ATHOS
          You knew this was happening.  You
          knew and that's why you came.

                     D'ARTAGNAN
          I fear I know our King.  I came to
          try to bring you hope.

                     ATHOS
          What hope is there?  A wartime
          commission cannot be vacated except
          by the king, and what chance is
          there of that?  Fromberge is on the
          battle line, and Raoul --

                     D'ARTAGNAN
          I have dispatches a message to
          Fromberge requesting that Raoul be
          kept far from the fighting.

                     ATHOS
          Raoul is everything to me.

                     D'ARTAGNAN
          I know.

                     ATHOS
          Oh my friend.

Athos grips d'Artagnan in gratitude and desperate hope.

                     D'ARTAGNAN
          I will also speak with the King, for
          he is surely unaware of the problems
          his invitation to Mademoiselle
          Beaufort has caused.

                     ATHOS
          You trust his character more than
          anyone else does.

                     D'ARTAGNAN
          Raoul is hurrying to the front, so I
          must hurry too.

                     ATHOS
          Save my son, d'Artagnan.

They embrace once more, and d'Artagnan leaves.

EXT.  PARIS STREETS - DAY

Magnificent public buildings -- palaces and cathedrals --
grace the city's skyline, but here in central Paris all is
squalor.  On a narrow, filthy street, beggars bother the
sullen city peasants who are weak with hunger themselves.

But interest perks up when two soldiers drive up in a wagon,
and one of them, Lieutenant Andre, announces --

                     LIEUTENANT
          Here is food, the gift of your
          loving King, on his birthday!  He
          gives to himself by giving to you,
          in that he loves you so much!

Slowly at first the paupers stand and shuffle forward.  As
the soldiers begin handing out foodstuffs -- bread, cabbages,
tomatoes, eggs -- those nearest the wagon begin to jostle
each other, and a large crowd gathers quickly.

                     LIEUTENANT
          No need to fight, there is plenty
          for all!

It's looking like a holiday celebration... until a RUFFIAN
breaks open a loaf of bread, and wrinkles his nose.

                     RUFFIAN
          This stuff stinks.  It is rotting!
          The King gives us rotten food!

He hurls the moldy bread back at the soldiers.  Other paupers
sniff the food, and its stink set off an explosion of anger:
they throw food at the soldiers... Then a paving stone
crashes through a shop window, and suddenly it's a riot, with
the mob overwhelming the soldiers and dragging them down the
streets in the direction of the palace.

D'ARTAGNAN, riding toward the palace himself, turns a corner
and sees the mob coming.  And they see him:  the elegant,
dashing Musketeer on the prancing stallion.

And at that moment, two more soldiers race out of a side
street, fleeing a similar mob, coming from another direction.
D'Artagnan understands everything at a glance; the second
pair of fleeing soldiers reach him in panic.

                     PANICKED SOLDIER
          Back, toward the palace!  We cannot
          hold them off!  We will fire a
          volley into them!

                     D'ARTAGNAN
          No!  Run to the palace and close the
          gates.  But do not fire!

The two new soldiers race away; d'Artagnan waits calmly on
his horse, as the mobs from both directions converge on him.

THE MOB, seeing the dashing Musketeer wait so confidently for
them, slow up; but the ruffian urges them on.

                     RUFFIAN
          Come on!  To the palace!

D'Artagnan sits calmly in their way.  He doesn't even draw
his sword, though members of the mob grab the reins of his
horse.  Some of the mob recognize him, and murmur...

                     MOB
          It's d'Artagnan!  Le Generale de
          Musketeers!

The mob hesitates -- for the name d'Artagnan means heroism
and patriotism to all of them.

                     RUFFIAN
          One Musketeer can't stop us!

                     D'ARTAGNAN
          Stop you?  You are Frenchmen, are
          you not?  I am one of you.

                     RUFFIAN
          The King is a Frenchman, but he is
          not one of us!

                     D'ARTAGNAN
          Citizens of Paris!  Give ear to me!

                     RUFFIAN
          We'll give you their ears!

With that he draws a dagger from his filthy shirt and puts it
to the ear of the young Lieutenant who is already bloody from
being dragged through the street.

                     D'ARTAGNAN
          Wait -- and listen!  I beg you!

                     RIOTER
          They give us garbage, not fit for
          rats!  They think we are garbage!

With that one of the rioters hurls a moldy beet at
d'Artagnan, who draws his sword in a slick liquid movement,
he cuts the vegetable from the air.

The display of expertise is startling.  Someone else throws a
head of lettuce; d'Artagnan slices it in half, and as the
pieces fly he skewers one with the point of his sword.

                     D'ARTAGNAN
          I'm on my way to a salad!  Doesn't
          anybody have any endive?

The mob laughs at this panache, and the amazing display of
swordsmanship that lies behind it.  Someone tosses more
lettuce, and d'Artagnan divides and skewers this one as well.
This time the crowd applauds.

                     D'ARTAGNAN
          A tomato?

Can he do it?  Someone fires a tomato right at his head, and
sure enough d'Artagnan spears it.  Then, with a victorious
flourish, he takes a bite of it.  His face contorts with the
taste, and he spits the pieces out; the crowd is hushed.

                     D'ARTAGNAN
          You are right.  It is rotten.  I
          will speak to the King myself.  You
          have my word.

The mob is completely won over by d'Artagnan; the ruffian,
angry that his riot is fizzling, raises his knife again over
the soldiers, but now the point of d'Artagnan's sword flicks
to the ruffian's neck.

                     D'ARTAGNAN
          And you will release those men --
          for they serve France... and you.

                     RIOTERS
          Three cheers for d'Artagnan!
          Hurrah...!!  Hurrah...!!

The soldiers who moments before were about to be ripped apart
now stand and look at d'Artagnan in gratitude and awe.  The
mob has forgotten them; they see only d'Artagnan as he rakes
his blade clean, returns it to its scabbard, reins his horse
around, and slowly rides away, escorting the soldiers back
toward the palace.

INT.  PALACE - NIGHT

D'Artagnan strides into the long hallway leading to the royal
apartments.  As he reaches the door to the king's rooms, he
finds a knot of royal advisors -- among them Pierre and
Claude -- gathered outside the king's door.

                     CLAUDE
          We already know about the riots!

                     D'ARTAGNAN
          Does he know?

                     PIERRE
          We will tell him, when it is...

                     CLAUDE
          Convenient.

Blocked by the advisors, d'Artagnan leaves them, turning down
one hallway, and then another; he reaches the Hall of Mirrors
and touches the golden frame of one mirror at its corner; the
mirror becomes a door, revealing a secret passage within the
walls.  D'Artagnan steps through and the portal closes again,
leaving no trace of its existence.

INT.  PALACE - BEDROOM - NIGHT

Within a bed whose tapestried posts stretch to the sixteen
foot ceiling, the king is making love; the YOUNG WOMAN lying
beneath him is doing her best to sound sincere.

                     YOUNG WOMAN
          Oh yes!  So good!  Ooo, wonderful,
          Marvelous!  Fan-tas --

Louis climaxes with a grunt.  She tries to sound pleased.

                     YOUNG WOMAN
          Oh, Louis, that was incredible.  It
          was better than ever before.  It --

                     LOUIS
          I'm hungry.

He hops up, throwing on a silk robe embroidered in gold.

                     YOUNG WOMAN
          I will have food brought.

                     LOUIS
          I like to eat alone.

He moves to what appears to be a wardrobe, standing against
the far wall, and opens its door, revealing a secret
staircase hidden within the thick walls of the palace.

                     LOUIS
          By the way, you'll be moving
          tomorrow.

Leaving the girl without another word, he moves down the
concealed stairs.

INT.  THE KING'S BEDCHAMBER - NIGHT

Louis reaches the bottom of the stairs, disguised behind a
similar wardrobe in his own bedroom.  He steps out -- and is
startled as the lifesize portrait of Louis XIII on the other
side of the room opens to admit d'Artagnan.

                     LOUIS
          Aaa!  D'Artagnan!  These passages
          were constructed for the King's
          security, not so you could step from
          my father's portrait and startle me
          to death!

                     D'ARTAGNAN
          It is for your security that I have
          come, your Majesty -- for the
          security of your honor.

                     LOUIS
          I already know about the riots,
          d'Artagnan, I heard them out there
          whispering.  Some fool gave the
          order to distribute rotten food.  I
          will deal with it tomorrow.

                     D'ARTAGNAN
          Then there is one more thing, of an
          even more personal nature.

                     LOUIS
          A personal nature?

                     D'ARTAGNAN
          Mademoiselle Michelle Beaufort.  She
          is betrothed to Raoul, the son of
          Athos the Musketeer, who has served
          France through many tribulations.

The King begins to eat from the food laid out on the table.

                     LOUIS
          Betrothed?  I think not.

                     D'ARTAGNAN
          In his mind, anyway, and soon enough
          in hers.  She had written him many
          letters of love.

The King pokes at his food.

                     LOUIS
          Miss Beaufort has accepted our
          invitation.  By this we can only
          suppose that she wishes to come --
          as we wish her to be here.

                     D'ARTAGNAN
          Your Majesty has had many women --

                     LOUIS
          That is my desire, and my desire is
          what should concern you, not the
          sentiments of some commoner!

                     D'ARTAGNAN
          It is not Raoul's heart alone that
          concerns me.  It is yours.  I know
          you find women compliant --
          especially the poorer ones like
          Michelle.  But do they love you?  Do
          you love them?  What about a queen
          to love?  A son of your own?

                     LOUIS
          What quaint notions, d'Artagnan!
          But they contradict my father, who
          picked his queen when he was old,
          and only then to bear me.

                     D'ARTAGNAN
          There is more to love than he knew,
          or that you know.

                     LOUIS
          You dare criticize my father?!  Or
          lecture me?!

                     D'ARTAGNAN
          Not criticize -- plead.  Love.  Love
          your people, and you will not bear
          to see them hungry.  Love women, and
          they will love you.  Love yourself,
          and --

                     LOUIS
          That is enough!  You are a good
          servant, d'Artagnan, but you forget
          your place!

                     D'ARTAGNAN
          At least help Raoul.

                     LOUIS
          Silence!  I order you!

                     D'ARTAGNAN
          Order Fromberge to keep him in
          safety!  It is the least you can do,
          to protect your own honor!

                     LOUIS
          I will consider it.  Now leave me.

                     D'ARTAGNAN
          Thank you, your Majesty.

D'Artagnan bows, steps to the lifesize portrait of Louis
XIII, touches a hidden button on its frame and moves into the
secret passage the painting reveals as it swings open.

                                                  CUT TO:

CLOSE ON PIERRE'S FACE...

He is sweating, exceptionally pale, as he tries to project
his voice past a huge lump in his throat...

                     PIERRE
          ... And I only say that... the
          rotten food was... all my fault...
          and I take... full responsibility...
          and beg the forgiveness of you all.

He steps back, having accomplished something terrifically
difficult, and glances toward

THE KING

who steps to his advisor and shakes his hand, whispering
quietly...

                     LOUIS
          Well done, Pierre.  It will be good
          for your soul, that you have taken
          responsibility for your errors.  And
          don't worry, I will look after your
          family.

Pierre can only nod... He takes two steps, kneels, crosses
himself, and places his head between two upright rails of

THE GUILLOTINE

The King, Pierre, and other attendants are standing on a
platform before a crowd of Parisians.  The blade drops,
Pierre's head hits the basket, the crowd cheers.

The King raises his hands to quiet the crowd.

                     LOUIS
          Do not rejoice -- but know that your
          King does not tolerate blunders that
          hurt his beloved people.  More food
          is on its way, and my advisors tell
          me the new harvests are sure to be
          bountiful!

He shoots a glance at his advisors, and they are pale from
the display they've just witnessed.

                     LOUIS
          And I have new joys to announce to
          you!  Today we decree a fresh glory
          for Paris, and for all of France!
          The laying of the foundations to
          expand Versailles, and make it truly
          a palace of the sun!

The advisors all applaud furiously, but from the crowd there
is almost no reaction at all; the triple ranks of soldiers
surrounding the square discourage any protest, and as the
King leaves the platform the crowd begins to melt away.

NEAR THE PLATFORM

Aramis, watching the crowd disperse, hears behind him --

                     VOICE
          Aramis.

Aramis turns to see the King, who moves up alone.

                     ARAMIS
          Your Majesty...

                     LOUIS
          How goes that favor I asked of you?

                     ARAMIS
          I grow closer to my target, your
          Majesty.

                     LOUIS
          You bring me the heart of the Jesuit
          General, and you will have a palace
          of your own.

The King moves away, followed by his fawning advisors.

INT.  THE FAVORITE MISTRESS' PALACE ROOMS - DAY

A young Musketeer ushers Michelle into the palace bedroom
previously occupied by the King's last mistress.  The
Musketeer leaves her alone, frozen in the center of the room,
awed by the opulence.  Her eyes play over the details:

-- The handcarved, richly upholstered furniture, beneath her
   fingertips...

-- The carved figures of cherubic angels, gleaming with gold,
   upon the posts of the bed...

-- The murals on the walls and ceiling...

Her reverie is interrupted by a HANDMAIDEN who bustles in
carrying a magnificent dress.

                     HANDMAIDEN
          After your bath put on this, it is
          the King's favorite color.  That
          letter on the desk came here for you
          this morning.

She tosses the dress onto the bed and is gone.  Left alone,
Michelle lifts the letter, and recognizes the writing.

                     MICHELLE
          Raoul!

She opens the letter and reads quickly.

                     MICHELLE
          The army!  Oh Raoul, don't despair!
          I will always be faithful...

She interrupts herself as her eyes fall on the gorgeous
dress.  She looks around at the sumptuous palace apartment,
and gazes again at the murals painted above the bed.

They depict naked gods and goddesses, in Olympian orgies.

                                                  CUT TO:

CLOSE - STEAMING WATER, POURED INTO A TUB

The Handmaiden has prepared a 17th Century bathtub for
Michelle, and now retires.

                     HANDMAIDEN
          If you need me further, just ring.

As the handmaiden leaves, exiting frame, we PUSH IN on one of
the murals on the wall.  The eye of one of the figures there
is no longer the painted eye it was before, but is a real
human eye, disguised by the mural...

THE KING, IN THE SECRET PASSAGEWAY

is spying on Michelle.

THE KING'S POV

as Michelle undresses and steps into the bath.  Louis catches
tantalizing glimpses of her richly sensual body in the soapy
water, and it stokes his desire.

INT.  PALACE - MICHELLE'S NEW ROOM - DAY

Michelle stands before the mirror, staring at herself,
breaktakingly gorgeous in her new dress.  She stares for a
long time, surprised at her own beauty.

She reaches to a vase of roses and pulls one out, blotting it
around her neck, perfuming herself with its fragrance.  She
looks into the mirror, at her eyes... In guilt for what she
is already feeling, she lifts Raoul's letter to read it
again.  Then she gasps -- the King stands right before her.

                     MICHELLE
          Sire!  I -- How did you --

                     LOUIS
          How did I get in?  You're new here,
          and will soon learn many secrets.
          What is that?

                     MICHELLE
          ... Nothing.

                     LOUIS
          A letter.  May I see?

He takes the letter; she has no resistance against him.  The
King reads, his eyes hardening suddenly; but then he smiles.

                     LOUIS
          From Raoul.  He urges you to guard
          your honor -- as if it could be in
          any danger... from your king.

                     MICHELLE
          Raoul... is in love...

                     LOUIS
          Enough of this, our dinner waits.

Tossing the letter aside, he offers her his arm.  She takes
it and allows him to escort her from the room.

INT.  PALACE - THE HALL OF MIRRORS

The hall is alive with glorious light, fiery gold frames
surrounding silvery mirrors blazing with reflections.
Musicians line the length of the hall, and when Louis and
Michelle appear at the far doorway they begin playing for the
couple as they parade past.  Michelle is speechless, as Louis
smiles at her awed innocence.

INT.  ROYAL DINING ROOM - NIGHT

Louis leads Michelle into a towering room surrounding a
magnificent table, decked out with candelabra and sumptuous
delicacies -- set for just two.

THE DINNER

Louis and Michelle sit opposite each other, attended by a
dozen servants.  Michelle stares at her plate.

                     LOUIS
          The food doesn't please you?

                     MICHELLE
          It's lovely.  It's just...

                     LOUIS
          This is more than you are used to.
          Your mother is a seamstress, your
          father is dead.  You have three
          younger sisters, two of whom suffer
          from consumption.  Don't look so
          surprised, Kings know such things.

                     MICHELLE
          I... we are humble people...

                     LOUIS
          Wait, no!  Do not be ashamed.  The
          straits of your family need not be
          permanent.  It is a simple matter to
          have them brought to one of my
          country estates, where they may have
          fine meals, and physicians to look
          after them.

                     MICHELLE
          You would do that, your Majesty?

                     LOUIS
          My dear, I've already done it.

She rushes to him and throws herself at his knees, weeping in
gratitude.  Louis smiles, as if embarrassed.

                     LOUIS
          Please, darling, that isn't
          necessary.  We are friends now.
          Mademoiselle needs wine!

A servant quickly approaches with wine; the goblet at
Michelle's place is quite large, and he pours it full.

INT.  MICHELLE'S BEDROOM - NIGHT

Louis leads Michelle back to her room; she's a bit unsteady
from the wine; but she grows alert as she notices him closing
the door behind her.  He stares into her eyes.

                     LOUIS
          You are beautiful.  You know you
          are.

                     MICHELLE
          Sire, I --

                     LOUIS
          If you don't want to be so
          appealing, why did you touch the
          rose to your skin?  Where was it?
          Here?

He touches his lips to her throat.  She gasps, but then pulls
away.  She glances at the letter on the writing table.

                     LOUIS
          What is it?  Raoul?  If he really
          loved you, he would have proposed
          marriage.  He didn't, did he?

He sees her hesitation and uncertainty.  He's smooth, gentle.

                     LOUIS
          You have never known love until you
          have known the love of a king.

He kisses her; for a moment she seems frozen... and then she
yields.  Never having doubted that she would.  Louis pulls
the gown from her shoulders.  She doesn't resist.

INT.  THE FORTRESS PRISON

The old Jailer, carrying a torch that barely pushes back the
darkness, leads another guard up the winding stairs.

                     JAILER
          It's a jolt at first, so brace
          yourself.

INT.  CELL OF THE MAN IN THE IRON MASK

The Man in the Iron Mask lifts his head as a key rattles into
his door.  The door opens, admitting his old Jailer, and a
NEW KEEPER.  The New Keeper is just a younger version of the
old one -- greasy, fat, and cruel.

                     NEW KEEPER
          Ugh!  He looks 'orrible.

The Man in the Iron Mask rises and takes a step forward; the
new keeper recoils and raises his club threateningly.

                     NEW KEEPER
          Stay back!

                     MAN IN THE IRON MASK
          I frighten you.  It's okay.  Keeper
          was scared of me too, at first.

                     NEW KEEPER
          Scared?

The New Keeper steps forward and clubs the Man in the Iron
Mask in the shoulder, then kicks him as he falls.

                     NEW KEEPER
          Scared of you?  Not me.  I'll kill
          him if he gets near me.

The New Keeper strides out.  The Man in the Iron Mask pulls
himself to his knees; his eyes, visible through the slits of
the mask, look sadly at the old Jailer.

                     MAN IN THE IRON MASK
          I miss Keeper.  I miss him so much.

                     JAILER
          Moron.

The jailer leaves the cell, locking the door behind him.

INT.  A BATTLEFIELD COMMAND TENT

Raoul has just received orders from General Fromberge, who
sits at a map table, Raoul salutes and follows a young staff
officer from the tent.  As Raoul leaves, the General
withdraws from his leather field pouch a royal letter --
parchment, with blue and gold seals.  Fromberge touches the
edge of the parchment to the candle, and burns the letter...

EXT.  TRENCH - DARKNESS

Two men move along a deep trench, the siege works of 17th
century siege warfare.  One of the men is Raoul, carrying a
musket; in his new uniform he looks out of place among the
dirty, battle weary men they pass.  He is following the STAFF
OFFICER who is no older than himself, but whose eyes are
already dead, while Raoul's are wide and wild.

The trench is deep as a grave; by crouching, both men keep
their heads below the surrounding ground.  Thick smoke rolls
over their heads; we can't tell if it is day or night.  From
all around come sounds of battle, with the sporadic fire of
muskets and the rumble of cannons; officers shout orders in
the distance; wounded men nearby whimper for water and the
officer leads Raoul by them as if they did not exist.

The young Staff Officer stops at a bend in the trench.

                     STAFF OFFICER
          Here.

Without another word he goes back the way he came.  Raoul
grips his musket and looks around him; he finds himself among
several dozen stark eyed men manning the forward curve of the
trench.  He has little time to wonder what will happen next.
A horn trumpets close by, and with a shout, the French
soldiers clamber out of their breastworks.

For an instant, Raoul hesitates in pure terror, then joins
the charge with a shout of his own --

                     RAOUL
          Mi-cheeelllll!! --

On the stone wall looming above the French soldiers, orange
blossoms of fire -- the muzzle flash of primitive cannons --
penetrate the smoke, and the ground at Raoul's feet explodes,
hurling him backwards.  He covered barely a few feet, and
falls almost exactly where he started.

Dead.

                                                  CUT TO:

CLOSE - THE DOOR OF ATHOS' ROOMS - DAY

A gloved hand raps on the door.  Athos opens it to a military
messenger, who shoves at him a single sheet of paper, rolled
and tied with ribbon.

INT.  ATHOS' ROOM - NIGHT

The message slams onto the table as Athos staggers upon it,
his legs buckling beneath him in shock and grief.

INT.  D'ARTAGNAN'S ROOM - DAY

D'Artagnan is working at his desk, as the Lieutenant enters.

                     LIEUTENANT
          Sir... a casualty report came...

D'Artagnan looks at the paper the Lieutenant hands him.

                     D'ARTAGNAN
          No, no, no...

He sags for a moment, then grabs his cloak and sword.

INT./ EXT.  MUSKETEER'S GATE OF THE PALACE - DAY

The Musketeer's Gate is close to the stables where the
Musketeers train and keep their horses.  D'Artagnan hurries
from the Palace and snaps an order.

                     D'ARTAGNAN
          Saddle my horse!

The grooms jump to work; several young Musketeers nearby stop
their training, noticing their Captain's agitation.

                     D'ARTAGNAN
          Hurry --

But then d'Artagnan sees Athos coming, riding furiously
through the Musketeers' gate.  D'Artagnan steps out to meet
him as Athos reins in his horse and jumps from the saddle.

                     D'ARTAGNAN
          Athos, my friend --

Athos marches to the palace door; d'Artagnan cuts him off.

                     D'ARTAGNAN
          Athos, please...!

                     ATHOS
          Get out of my way.

                     D'ARTAGNAN
               (grabbing him)
          Athos, I beg you --

Athos punches d'Artagnan with furious strength, knocking him
aside.  The young Musketeers reach for their weapons, but
d'Artagnan is up quickly, throwing himself in front of Athos
again, blocking the doorway into the palace.

                     D'ARTAGNAN
          Where are you going?

                     ATHOS
          To kill the king.

At this, the swords of the young Musketeers sing from their
scabbards.  Athos wears a sword, but he has not drawn it.

                     D'ARTAGNAN
          Athos!  I know life means nothing to
          you at this moment, but I will not
          let you kill yourself.

                     ATHOS
          The King killed my son!

                     D'ARTAGNAN
          The cannons killed Raoul!  The
          cannons, and love.  But not the King.

A YOUNG MUSKETEER steps up.

                     YOUNG MUSKETEER
          I'll kill the old man for you,
          Captain, if you don't wish to --

Athos spins, striking like a rattlesnake, his sword whipping
from its scabbard and slicing off the arrogant young
Musketeer's ear.  He flicks another's sword from his grasp,
then brings the the point of his own blade up beneath the
chin of a third, shoving him back.

                     ATHOS
          Come on!  All of you!

D'Artagnan tackles Athos from behind and pins him face down
to the hay.  For a moment Athos bellows in rage --

                     ATHOS
          Coward!  Fight me!  Fight me...!

Emotion spills up into Athos' throat, and he begins to sob.

                     ATHOS
          He killed my son, d'Artagnan!  He
          killed my son...!

D'Artagnan, dying inside, still grips Athos.  Athos grows
quiet, and the young Musketeers drift closer.

                     D'ARTAGNAN
          Get back, all of you!

D'Artagnan stands, and Athos rises, still holding his sword.
He looks at d'Artagnan a long beat, then sheathes his sword
and turns to his horse.  The young soldiers move to him.

                     D'ARTAGNAN
          Let him go!

Athos mounts his horse, and with a last glance back at
d'Artagnan, he gallops away.

INT.  KING'S BEDCHAMBER - DAY

The King has just climaxed in his lovemaking, and lies spent
upon Michelle.  His rest is interrupted by a KNOCK at his
door.  The King scowls.

                     LOUIS
          What?!

                     VOICE
          Your Majesty... it is Andre.

Louis groans, and pulls on a robe.  Michelle whispers --

                     MICHELLE
          Shall I leave?

                     LOUIS
          No, you may wait behind the screen.

Michelle rises and slips behind a painted dressing screen as
Louis goes to the door and admits the young Lieutenant.

BEHIND THE SCREEN, Michelle lifts a jeweled hand mirror and
appraises her face; she begins brushing her long hair.  She
can hear the conversation...

                     LIEUTENANT
          I would not have disturbed you,
          Majesty, but you ordered me to keep
          you informed --

                     LOUIS
          Yes, yes, go on.

                     LIEUTENANT
          Athos, the former Musketeer, has
          just fought with several of your
          guard, at the Musketeers' Gate.

Behind the screen, Michelle pauses at the mention of Athos.

                     LOUIS
          Did they kill him?

                     LIEUTENANT
          No.  He cut an ear from one of the
          men, no one else was hurt.  Captain
          d'Artagnan allowed him to leave.
          Athos was upset about the death of
          his son, at the front.

CRASH!  From behind the screen comes the sound of the mirror,
shattering as it drops to the floor.  It startles the
Lieutenant, but the King goes on...

                     LOUIS
          Who was Athos seeking?  Tell me!
          Did he try to enter the palace?

                     LIEUTENANT
          ... He did -- but Captain d'Artagnan
          blocked his way.

                     LOUIS
          You may go, Lieutenant.

The Lieutenant moves back to the door.

                     LIEUTENANT
          Do you want Athos arrested, your
          Majesty?

                     LOUIS
          Not by you.  I will order d'Artagnan
          to do it.

The Lieutenant leaves, and Louis moves behind the screen to
see Michelle stagger and grip the dressing table; her bare
feet step onto the broken glass of the mirror, yet she is
oblivious to the cuts.  Louis sees this and grabs her.

                     LOUIS
          My dear!  The glass -- !

He pulls her to the couch and draws a blanket about her,
cuddling her as she begins to shake.

                     MICHELLE
          Did you know... about Raoul?

                     LOUIS
          I did not want to upset you.  It was
          tragic.  I did everything I could
          for him.  I ordered him positioned
          in a spot of complete safety, far
          from the fighting.  But he
          disregarded my wishes and charged
          into danger.

He cuddles her as she weeps.

                     LOUIS
          I will order a Mass for his soul.
          It will guarantee his place in
          Heaven.

                     MICHELLE
          Oh Louis, Louis...

She clings to him in her grief.

EXT.  NOTRE DAME CATHEDRAL - DAY

The great cathedral rises next to the monastery where Aramis
resides.  We PAN DOWN and PUSH IN on the cobblestones between
the two structures, as if penetrating to --

SUBTERRANEAN PASSAGES

Aramis leads Porthos through tunnels, twisting, descending.

                     PORTHOS
          Aramis... is this the way to hell?

                     ARAMIS
          Hell may be our destination, dear
          Porthos, but not this trip.

They reach an iron door and move through it, into

A GORGEOUS, SECRET CHAPEL

Candles illuminate masterpiece frescoes.  The place is
breathtaking.

                     PORTHOS
          Where are we?

                     ARAMIS
          Jesus of Nazareth found the holy
          among the profane.  If we are to
          have a place of private prayer,
          where better than here, beside the
          channels where the shit and the
          garbage run to the river?

Porthos notices niches in the walls; he looks closely and
sees the face of a corpse, enclosed behind glass.

                     PORTHOS
          Mother of God!

                     ARAMIS
          It is also a place of burial.

                     PORTHOS
          A tomb?  We're in a tomb?

                     ARAMIS
          Catacombs.  Very holy.

Porthos looks as if the bodies could resurrect at any moment
-- then jumps out of his skin as the door opens.

                     PORTHOS
          Yaaaahhh!

A hooded figure, looking like the Grim Reaper, enters.

                     ARAMIS
          Relax, you big fool, it's
          d'Artagnan.

And sure enough the hooded figure, whom we now see has been
led in by a little monk, is d'Artagnan.  Aramis nods to the
monk, who leaves quickly.  Before d'Artagnan can ask
anything, Porthos jumps again; the back door has opened, and
monks usher in Athos, who freezes as he sees d'Artagnan.

                     ARAMIS
          It's all right.  D'Artagnan was the
          one who warned us that he'd been
          given an order for your arrest.
          Here you have sanctuary -- does he
          not, d'Artagnan?

The escort monks disappear, closing the chapel door so that
the four Musketeers are left to sit at a small table the
monks have set up, Athos and D'Artagnan opposite each other.

                     ARAMIS
          Look at us.  We are old men now.  But
          once we were young.  And when we saw
          injustice, we fought it.

                     D'ARTAGNAN
          We have grown wiser with age.  Now
          we know that some problems cannot be
          settled with a sword.

                     ATHOS
          And some problems cannot be settled
          without one.

                     ARAMIS
          Well here is the problem at hand:
          the King has ordered me to discover
          the identity of the Governor General
          of Jesuits, and kill him.  As our
          English rivals have left the
          Catholic Church, Louis has struck on
          a plan to dominate the whole of
          Europe by uniting Church and State
          and making himself head of both.  He
          has already picked the Pope.  Only
          the Jesuits, who put God above
          throne or papacy, stand in his way.

                     PORTHOS
          But -- doesn't God ordain both Pope
          and King?

                     ARAMIS
          So they tell us.  But what are we to
          believe when the king is a tyrant,
          and the Church, meant to stand for
          all those oppressed, has become the
          tool of oppression?  When no
          conscience is tolerated?  No
          dissent, no objection?

                     PORTHOS
          It is a weighty problem, Aramis --
          but perhaps you should leave it to
          this secret General of the Jesuits,
          whoever he might be.

                     ARAMIS
          Easy to say, but hard to do.  For
          what I am trying to tell you is that
          I am the Governor General of Jesuits
          in France.

A stunned silence.

                     ATHOS
          What do you propose to do?

                     ARAMIS
          Replace the king.

                     D'ARTAGNAN
          I cannot hear this!

                     PORTHOS
          It can't be done.

                     ARAMIS
          It can.  I know the way.

                     ATHOS
          I am with you!

                     D'ARTAGNAN
          No!  Stop --

                     ARAMIS
          I will need you all.  All for one.
          One for all.

                     D'ARTAGNAN
               (jumping up)
          You -- You cannot ask me to betray
          my king!  I have sworn to him!

                     ATHOS
          It is honor you serve, and when the
          king is dishonorable you are removed
          from your oath of honor!

                     D'ARTAGNAN
          An oath is an oath precisely because
          it cannot be removed!

                     ATHOS
          Why do you follow him, d'Artagnan?!
          I know you have put service above
          your own life, but why does this
          King deserve such loyalty?  He is a
          monster!  He executes ministers for
          his own blunders, with their
          families hostage so they take the
          blame!  He has no honor!

                     D'ARTAGNAN
          No man is all bad... or all good.  I
          believe -- I must believe -- that
          Louis can learn.  And perhaps I can
          help him.

Athos leaps up from the table, and glares at d'Artagnan.

                     ATHOS
          Whatever the plan... I am in it!
          The next time we meet, one of us
          will die.

He storms out of the rear door of the chapel.

                     ARAMIS
          Porthos, see to Athos, won't you?

Porthos follows Athos; Aramis and d'Artagnan are left alone.

                     ARAMIS
          I have heard many confessions,
          d'Artagnan.  But even if I were not
          a priest, I could tell your heart
          has a secret weight, and it is
          hurting you to carry it alone.

                     D'ARTAGNAN
          The secret I carry I cannot share.
          Not even with God.

D'Artagnan moves to the door.

                     D'ARTAGNAN
          I cannot betray Louis.  I will
          defend him with my life.

                     ARAMIS
          I know.  God go with you.

D'Artagnan leaves Aramis alone in the secret chapel.

EXT.  THE MONASTERY - NIGHT

Aramis leads Athos and Porthos out of the catacombs.

                     ARAMIS
          This way.

They move into a moonlit courtyard of the monastery.  A
hooded Jesuit standing guard steps from the shadows, then
recognizes Aramis and admits the trio to the monastery's
forge, where more hooded Jesuits are working in secret,
heating iron red hot in the bellows furnace.

                     ATHOS
          What are they doing?

                     ARAMIS
          Making the key to the throne.

                     PORTHOS
          They are very large keys.

One of the blacksmiths uses tongs to remove something red
from the fire; he hammers it in a shower of sparks and
plunges it into water.  Aramis pulls the result from the
water and shows it to Athos and Porthos.

It is an iron mask.

EXT.  A CARRIAGE - FRENCH COUNTRYSIDE - NIGHT

The carriage rolls through the long sweep of the French
countryside, traveling fast.

INT.  THE CARRIAGE - NIGHT

The three Musketeers -- Aramis, Athos, and Porthos -- have
been traveling for some time.  Porthos is asleep, snoring.

                     ATHOS
          Porthos sleeps, and you plot.  Don't
          you think it's time you told me what
          it is you are plotting?

                     ARAMIS
          Soon enough.  Here we are.

Kicking Porthos' feet to wake him, Aramis opens the carriage
door, and they step out...

EXT.  FRENCH COAST - NIGHT

Lying just off the coast is the forbidden island, where the
imposing fortress prison rises on the promontory off shore.

                     ATHOS
          The Prison of Belle Sur.

                     ARAMIS
          Come, we have a boat waiting.

As hooded Jesuits appear from the shadows to guide them,
Athos and Porthos glance at each other; Porthos shrugs.

EXT.  AMONG ROCKS AT THE BEACH - NIGHT

The guides lead the Musketeers down a hilly path to a long
boat, hidden among the large rocks that dot the coast.
Sitting next to the boat is a scrawny little man in priest's
garb; at his feet is a long narrow bundle, about the size of
a mummy, with a rope tied at either end.

The guides drag the boat across the sand into the surf.
Aramis throws off his cape, and strips down almost naked.
He's still fit and hard.  With the guides helping him, he
lifts the bundle by its ropes and ties it around his waist.

                     ATHOS
          What is that?

                     ARAMIS
          A body.

                     ATHOS
          I see that is a body!  But where did
          you get it?

Aramis ignores the question, and the guides dress him in
priest's garb.  With the robes spreading over the big bundle
added artfully to Aramis' waist, it appears he is a very fat
priest; the wig and false beard the assistants give him adds
to the illusion of Aramis as a wild, reclusive monk.

The sun is beginning to come up over the mountains.

                     PORTHOS
          He gets one day of confession each
          year.  Today is the day.

                     ATHOS
          Who does?

                     PORTHOS
          Best not to ask.  Shouldn't even
          talk about it.

Aramis steps onto the boat.  The little priest who first
joined them gets in too, along with a couple of rowers.

                     ATHOS
          What do we do now?

                     PORTHOS
          I don't know about you, but I plan
          to wait here.

The rowers pull the boat toward the fortress prison.

INT.  FORTRESS PRISON - DAY

The pink light of the new day barely penetrates the gloom of
the prison.  The boat carrying Aramis and the little priest
reaches the gate of the prison, which reaches to the water
line.  As Aramis steps out, GUARDS meet them.

                     HEAD GUARD
          Who is this, then?

The little priest remains in the boat, slumped over.  One
GUARD speaks to the little priest in Italian, and the little
priest seems barely able to left his head; Aramis answers for
him, in Italian, and the guard translates --

                     GUARD
          He says he's the replacement.

Aramis rattles off more Italian.

                     GUARD
          He says it is only one day a month
          when the prisoner gets confession,
          and the little one is too sick to
          move.  The big one doesn't speak
          French either.

                     HEAD GUARD
          Then let's get it done.

The head guard gestures to let them pass.

INT.  CELL OF THE MAN IN THE IRON MASK

The prisoner has used the torn Bible to make all sorts of
amazing origami, invented from his own head.  He looks up as
he hears the door open, and sees Aramis, the priest.

                     MAN IN THE IRON MASK
          My confession day!  But where is the
          other one?

Aramis says something in Latin -- the first words of the
ceremony of absolution -- as the guards lock the door behind
him and move off down the corridor.

                     MAN IN THE IRON MASK
          I know you don't speak my language
          -- but is the other one all right?
          Please tell me he is not dead too,
          or I will have lost everyone.

Aramis goes on mumbling Latin mechanically, for the sake of
the retreating guards.  The Man in the Iron Mask is desperate
for someone to talk to.

                     MAN IN THE IRON MASK
          I... tore my Bible.  Or someone else
          did.  But it was all right.  "Let the
          words of my mouth and the
          meditations of my heart be
          acceptable in Thy sight, Oh Lord our
          God and My Redeemer."

Aramis has stopped talking, and stares transfixed at this
sight of the prisoner, in the iron mask.

                     MAN IN THE IRON MASK
          I'm sorry.  You're never seen me
          before.  I must frighten you.

Aramis puts his finger to his lips.

                     MAN IN THE IRON MASK
          What are you doing?  Why do you --

Aramis clamps his hand over the mouth hole, and whispers --

                     ARAMIS
          I am a friend, here to help you.

Aramis hurriedly removes his robes, revealing the bundle.

                     MAN IN THE IRON MASK
          What -- ?

                     ARAMIS
          It is an escape.  To freedom.

                     MAN IN THE IRON MASK
          Freedom...?

He says it as if the concept is beyond him.  Aramis undoes
the bundle, revealing the limp body.

                     MAN IN THE IRON MASK
          Wh-- ?  He is dead!  Who is he?

                     ARAMIS
          He is you.

Aramis uncovers the head of the body.  It is covered in a
mask, identical to the prisoner's.

INT.  PRISON CORRIDOR - CELL

The Guards are sharing a bottle of wine, when they hear --

                     ARAMIS
          Hey!  Hey!

                     GUARD
          What now?

INT.  CELL

The guards enter to find the Man in the Iron Mask slumped on
the floor.  Aramis, looking like the fat priest again, stands
over him spouting Italian, as one GUARD translates --

                     GUARD
          He says he just fell stone dead as
          he was reading him the Mass.

                     HEAD GUARD
          I never thought the bugger would
          last this long.  But how could he
          just keel over and --

Aramis rattles off more Italian, and suddenly the guard who
understands it stops examining the body and backs off.

                     GUARD
          He says the prisoner has the fever,
          just like the little priest does.

                     HEAD GUARD
          Plague?  They brought plague in
          here?  Get him out of here.  Now!

Aramis rattles off a protest in Italian.

                     GUARD
          No, no last rites!  Get away!

EXT.  PRISON - DAY

Aramis climbs into the boat; as he sits down his belly stirs,
but the guards don't see it -- they are using poles to push
the boat away, into the sea.

EXT.  THE COASTLINE - DAY

Athos and Porthos stand as the boat reaches the shore, and
tucks in among the rocks.  Sheltered from the view from the
prison, Aramis steps from the boat and removes his robes.

The prisoner dangles, tied wrist and ankle, from around
Aramis' neck.

                     ATHOS
          My God...

Athos, Porthos, and the others gawk at the sight of the Man
in the Iron Mask, as Aramis loosens the ropes.  As they back
away from him, he sees the sky.  Endless blue -- and bright.
He shields his eyes.

                     ARAMIS
          It's all right.  Take your time.

Aramis helps him up, and turn him slowly around, to face...

The fortress/prison, in the distance.

THE PRISONER'S POV FROM WITHIN THE MASK:  A vast vista -- the
sky, the sea, and the prison on the island in the middle of
it all.  The prisoner falls to his knees, and weeps.

                     ARAMIS
          Athos... He needs a gentle hand.

Athos moves over hesitantly, and puts his hand on the
shoulder of the Man in the Iron Mask, who holds his hands
against the mask as if to further hide his shame.

INT.  THE PRISON - DAY

The guards are standing in the cell, looking down at the body
now wearing the mask, the man they think was their prisoner.
The guards are quiet, alone.

                     GUARD 1
          You ever wonder who he was?

                     GUARD 2
          No... Yes.  But I never asked -- and
          you better not either.

They wrap the body, still in its mask, in a weighted sack.

EXT.  PRISON - DAY

The prison's WARDEN GENERAL stands at the wall of the
fortress high above the sea and watches as his guards throw
off the body, wrapped in canvas weighted with stones.  As the
corpse makes a long fall and crashes into the sea, the Warden
writes a message on a royal scroll:

               THE UNSEEN PRISONER IS DEAD.

The Warden seals the scroll and hands it to a messenger.

EXT.  COUNTRY ESTATE - NIGHT

A carriage pulls into a country estate, isolated among vast
woodlands silver in the moonlight.  Mysterious servants with
shielded lanterns converge on the carriage as it stops.

INT.  CARRIAGE - NIGHT

Athos reaches for his sword, but Aramis stops his hand.

                     ARAMIS
          Jesuits.

EXT.  MANOR HOUSE COURTYARD - NIGHT

Aramis emerges quickly, whispering directives to the Jesuits;
Athos helps the Man in the Iron Mask from the carriage, his
head shrouded by a cloak.

Aramis has a blacksmith waiting; almost before he realizes it
the Man in the Iron Mask finds his head placed on an anvil;
but as the hammer rises he begins to scream.

                     MAN IN THE IRON MASK
          No!  Please!

                     ARAMIS
          What is wrong?  We only mean to free
          you from the mask!

But the prisoner is shaking, and Athos understands why.

                     ATHOS
          Prison was horrible but it was his
          home.  He's been torn from it by
          strangers.  He's frightened,
          exhausted -- and the mask is
          familiar.  Let him rest in it
          tonight, and remove it tomorrow.

                     ARAMIS
          Excellent, Athos.  You have a keen
          sense of this man.

                     ATHOS
          His plight is obvious, isn't it?

Athos, angry with Aramis' arrogance and insensitivity, leads
the Man in the Iron Mask toward the house; then Aramis spots
Porthos, looking downcast.

                     ARAMIS
          And why are you so glum?

                     PORTHOS
          I expected action.  There was no
          killing, no fighting, I was useless.

In deep depression, Porthos climbs out and shuffles off.
Aramis sighs, shakes his head, and walks to the house.

INT.  MANOR HOUSE BEDROOM - NIGHT

Athos helps the Man in the Iron Mask onto the bed; the eyes
behind the slits in the mask are darting, frightened.

                     ATHOS
          Are you hungry?

                     MAN IN THE IRON MASK
          Just... water.

Athos pours a cupful from the water pitcher on the bed table;
but when he tries to help the prisoner drink the liquid
spills as the cup bumps the mouth hole.

                     MAN IN THE IRON MASK
          This way.

The prisoner manipulates the cup in the way he must to get a
drink, then falls back to the pillow.

                     MAN IN THE IRON MASK
          This place... I once lived in a
          country house.  I had guardians --
          an old man and woman.  And tutors.
          But no friends.  Then when I was
          twelve, they came and took me to the
          prison.

                     ATHOS
          Who came?

                     MAN IN THE IRON MASK
          A man in black.  I never saw his
          face.  He took me to the cell.  A
          blacksmith came and they put me into
          the mask.  For days I shouted, "What
          have I done?  Why do you do this to
          me?"  But no one heard, so I just
          stopped shouting.

                     ATHOS
          And you never knew why?

                     PRISONER
          I thought... there is something
          about my face that men do not want
          to see.  Something that makes them
          cruel.  But then I realized they
          were cruel even when I was wearing
          the mask.  I knew there must be some
          other reason, but I could not think
          what it was.

                     ATHOS
          What is your name?

                     MAN IN THE IRON MASK
          The old man and woman called me...
          Phillippe.

                     ATHOS
          Phillippe.  Rest now.

Athos moves to the door.

                     MAN IN THE IRON MASK
          Thank you... for your kindness.

Athos nods, pauses a moment... and leaves.

INT.  A DARK APARTMENT IN PARIS - NIGHT

The lock rattles, and the door swings open.  D'Artagnan
enters, lifting a lantern to throw light on the dark room.
It is Athos' apartment, the one he visited earlier; now he
finds it empty, devoid of clues.  He stands there alone.

He turns to leave, then glimpses a familiar painting hanging
beside the door.  Lifting his light he studies the portrait:
Athos, Aramis, Porthos and himself -- four Musketeers, beat
friends, in their prime.  Together then, inseparable.

                     D'ARTAGNAN
          My friends... Where have you gone?

He lowers the lantern, and leaves.

                                                  CUT TO:

THE MESSAGE FROM THE PRISON...

has reached the court.  Gloved hands pass the message from
one advisor to another, and finally to the King.

INT.  PALACE - KING'S STUDY - DAY

The King reads the message, rerolls it, thinks a moment, and
hands the scroll to Claude.

                     LOUIS
          Take this to my mother.

THE MESSAGE

is again passed, this time into the hands of the Queen
Mother's eldest nun-attendant, and then into the hands of the
Queen Mother herself.  The Queen is in her private rooms, and
for the first time we see her with her hair down.  She
accepts the scroll, opens it, and reads.

Her eyes fill with pain, grief, guilt... emotions she hides,
turning away.

                     NUN
          M'lady... are you...?

                     ANNE
          Please, just... go away.

INT.  D'ARTAGNAN'S ROOM - NIGHT

D'Artagnan returns from his ride to Athos' place.  He looks
down at the Queen's door.  He checks the clock on the wall;
it is a few minutes past nine.  He enters his room, moves to
the window, and waits there, to catch a glimpse of her.

INT.  COUNTRY MANOR HOUSE - FRONT ROOM - NIGHT

Aramis is digging into a hearty meal, while Porthos only
stares at his plate.

                     ARAMIS
          See?  There is plenty of food in the
          country.  But the King keeps it
          going to the army instead of --

Athos marches in, all business.

                     ATHOS
          He is sleeping.  Now see here,
          Aramis, it's time you told us --

He breaks off as a voluptuous serving girl leans over to
spoon food onto Porthos' plate; her breasts jiggle below his
nose, and she gives him a smile.

                     PORTHOS
          I have no appetite for food, I am
          wasting away.  Say goodbye to
          Porthos, for he is gone.  Even women
          don't interest me now.

The girl moves to whisper with two other serving girls, who
seem fascinated with the roguish Porthos; their giggles and
winks make Porthos even more morose; he tells his friends...

                     PORTHOS
          I tell you a secret.  I sleep with
          three women at once, not because my
          appetite is so great, but because
          now it take three to excite me.

Porthos heaves himself to his feet and shuffles off; Aramis
sighs, having heard all this before.  Athos sits down.

                     ATHOS
          Who is he, Aramis?

                     ARAMIS
          Tomorrow.

                     ATHOS
          Tonight!  Right now!  We steal a man
          from a royal prison, we hide in a
          country chateau among an assortment
          of saints and sluts such as only you
          could provide, and still you wish to
          tell me nothing?!

                     ARAMIS
          You seek facts, when it would be
          better to seek truth.

                     ATHOS
          You are not my priest, Aramis!  You
          would not be, even if I had one.

                     ARAMIS
          You are bitter, Athos.  You are torn
          by grief, not only for Raoul, but
          for d'Artagnan, whom you love, and
          now treat as an enemy.

                     ATHOS
          He who is not with us is against us.

                     ARAMIS
          Those are the words of a broken
          spirit.  My spirit is whole.  I have
          trusted d'Artagnan with my deepest
          secrets, and I will never believe
          he is my enemy.

                     ATHOS
          Then you are a fool -- a fool who
          has never lost a son.  What gives
          you the right to judge me, to play
          God with the lives of others?  Is it
          because you are so much holier than
          everyone else?!

                     ARAMIS
          There is that, of course -- but
          mainly it is because I am so much
          smarter than everyone else.

They are interrupted by Porthos' bloodcurdling SCREAM.

                     ARAMIS
          Porthos?!

He draws his sword and runs for the outside.

EXT.  MANOR HOUSE - NIGHT

Aramis and Athos rush through the courtyard, surrounded by
moonlight and trees, confused about where Porthos is.  Then
they hear bellowing SCREAM OF PAIN from the latrine.

Swords drawn, they bang into the latrine, to find Porthos
just finishing urinating.

                     PORTHOS
          Kidney rocks.  It hurts when I pee.
          It hurts when I shit.  I'm just a
          fat old fart with nothing to live
          for any more.  I'm going to hang
          myself, as soon as I'm sober.

They watch him shuffle toward the main house.

INT.  THE PALACE - THE QUEEN MOTHER'S ROOM - NIGHT

Anne paces in her room, her hands trembling, her beautiful
lips quivering with tortured emotion.  With a sudden impulse
she bolts from her room, through the outer room where her
attendants sit, and into the corridor.

                     NUN
          M'lady...?

The eldest nun follows her.

EXT.  PALACE GARDEN - NIGHT

Anne rushes through the evening, toward her little chapel in
the palace garden; she is a tragic, romantic sight, her long
hair flying behind her as she runs.

IN HIS ROOM, D'ARTAGNAN

has been standing at his window, for his nightly glimpse of
Anne.  Now he sees her, not with her retinue of nuns, but
running to her chapel, clearly distraught...

INT./ EXT.  PALACE GARDEN - GARDEN CHAPEL - NIGHT

Anne reaches the door, and finds a few nuns and an old priest
praying in the little chapel.  She staggers forward to the
altar.  and falls to her knees there.  The nuns and the old
priest, seeing the Queen Mother so distraught, stand silently
and file out, leaving her in solitude.

                     ANNE
          Oh God I -- Forgive me...

                     D'ARTAGNAN
          M'lady...?

She whirls to see him; the sight of her face, bursting with
emotions she has kept buried, draws him nearer.

                     D'ARTAGNAN
          What -- ?

                     ANNE
          No, stay back!  Stay back!

He freezes in his tracks; she holds her hands out toward him
as if warding off a blow.  He's desperate to move to her; she
sees it on his face.

                     ANNE
          D'Artagnan!

Her emotions break all her resolve to keep him away; she
rushes into his arms.  They clutch each other, in an embrace
they have denied for many years.  They kiss hungrily.

                     D'ARTAGNAN
          M'lady... if anyone sees, it is
          death...

                     ANNE
          If I don't kiss you, I die anyway.

                     D'ARTAGNAN
          I can't bear to see you cry.  What
          is wrong?

                     ANNE
          Nothing... Nothing.

She draws back; he tries to hold her.  But the thoughts of
answering that question makes her stiffen.

                     ANNE
          Nothing.  This... didn't happen.  I
          must go back now.

And just like that, their moment is gone.

EXT.  GARDEN - NIGHT

D'Artagnan and Anne move back to the palace in a stiff
procession, she walking ahead, he trailing like a proper
commoner, several feet behind.

INT.  PALACE CORRIDOR - NIGHT

They reach the Queen Mother's room; d'Artagnan reaches to
open the door for her, and she keeps her eyes lowered.  But
before he can let her go, he must whisper...

                     D'ARTAGNAN
          Anne...!  I know... I know that to
          love you is treason against France.
          But not to love you... is treason
          against my heart.

                     ANNE
          Then we will both die traitors,
          d'Artagnan.

With those whispered words hanging in the air, she enters her
room.  And d'Artagnan moves alone, back to his.

INT.  MICHELLE'S BEDROOM - NIGHT

The King is trying to make love with Michelle -- but she
isn't responding.  He stops, exasperated.

                     LOUIS
          What is wrong?

She says nothing.  He tries kissing her again.

                     LOUIS
          What is wrong?!

She begins weeping uncontrollably, and turns from him.

                     MICHELLE
          Raoul... Oh, Raoul...

                     LOUIS
          Listen, my darling... Raoul was
          a... a good friend.  And now he is
          dead and that is very sad but --

                     MICHELLE
          We'll burn in hell.  Both of us.

The King stands; he's had enough of this.

                     LOUIS
          No, my love.  You will burn in hell,
          for your sins.  But I will not --
          for I am King.  My position is
          ordained by God.

He snatches the gold coverlet from her bed to cover his naked
body and stalks to his stairway; the embroidered coverlet
trails behind him like a regal train in a royal procession.
Leaving her weeping, he moves down into...

INT.  THE KING'S BEDCHAMBER - NIGHT

The King angrily stalks around his bedroom, too agitated to
sleep.  He grabs food from the table by the window, and
starts to pop a grape into his mouth when he stops.  He sees
something out the window; it stops him dead cold.

It is a man, standing in the gardens, wearing an iron mask.

                     LOUIS
          D'Artagnan!  Guards!

EXT.  GARDENS - OUTSIDE THE KING'S WINDOW - NIGHT

The apparition ducks into the shadows.

INT.  PALACE - D'ARTAGNAN'S ROOM - NIGHT

D'Artagnan is sitting on his cot thinking of all that has
just happened when he hears the king's shouts of alarm.

                     LOUIS' VOICE
          Help!

In an instant d'Artagnan is reacting, snatching up his sword
and racing out into the corridor, toward the King's room.

INT.  CORRIDOR - NIGHT

The guards outside the King's room find the door latched from
within, and they don't know what to do... D'Artagnan, running
up, never slows down; he crashes into the doors.

INT.  THE KING'S BEDCHAMBER - NIGHT

The King whirls as the doors explode inward and d'Artagnan
barrels through.

                     LOUIS
          Out there!  Look!  Out there!  He --

The garden is empty.

                     D'ARTAGNAN
          I just left the garden, it was
          empty.  What did you see?

                     LOUIS
          It... was nothing.  A nightmare,
          nothing more.  Go away, I --

D'Artagnan guides his guards out, but glances back to see the
King, ashamed and worried.  D'Artagnan tells his men --

                     D'ARTAGNAN
          Check the garden.

EXT.  GARDEN - OUTSIDE THE KING'S WINDOW - NIGHT

An old Jesuit priest slips back into the garden chapel where
the nuns have returned to pray.  He kneels at a back pew,
tucking the iron mask deep within his robes.  The young
Musketeers who move through the garden glance into the
chapel, see only the normal piety, and move on.  The old
priest crosses himself, bows his head, and smiles.

                                                  CUT TO:

CLOSE - PHILLIPPE'S EYES, THROUGH THE SLITS OF THE MASK

They are frightened.  As we PULL BACK we see the Iron Mask,
in an OVERHEAD POV... Phillippe is lying on his back, his
head resting on an anvil.  Athos stands close by, lending
support; Aramis and Porthos look on.  A blacksmith stands
over Phillippe.  He positions the point of his chisel against
the lock of the mask.  It takes several ringing hammer blows
-- which we experience from a POV WITHIN THE MASK -- before
the lock breaks.

Athos, as gently as he can, pries open the iron mask.

PHILLIPPE'S FACE

is a wretched sight, overgrown with a matted tangle of hair
and beard, and with a deathly pallor.

Phillippe sits up, lifting his head out of the mask.  He
looks at the Musketeers, watching them for their reactions.
At first they are frozen; then there is recognition, awe.

Phillippe sees a cooling bucket beside the forge, and looks
down into THE SURFACE OF THE WATER, at his REFLECTION.

                     PORTHOS
          Aramis!  Athos!  He looks exactly
          like... exactly like...

                     ARAMIS
          I will answer all your questions.
          But first soap, water, and a razor.

INT.  THE MANOR HOUSE'S MAIN DINING ROOM - DAY

Aramis and Porthos are sitting at the table when Athos ushers
in --

PHILLIPPE, CLEANED UP

The change in him is remarkable, and his face so identical to
the King's that Porthos actually jumps.  Phillippe takes a
seat opposite Aramis, and looks around, wary, vulnerable.

                     ARAMIS
          Yes.  Identical.

Aramis' eyes are aflame as he looks across at Phillippe.

                     ARAMIS
          The greatest secret of life is who
          we truly are.  Now I must give you
          that secret, which has been kept
          from you your whole life.  It began
          on the night when Louis was born.

                     PORTHOS
          I remember that night.  D'Artagnan
          was drunk, the only time I've seen
          him that way.  The three of us were
          reveling, remember, Athos?

                     ARAMIS
          But I was on duty...

IN FLASHBACK...

We see the shadowy Musketeer we saw in the opening, moving up
the dark steps of the palace.  We see now it was Aramis.

                     ARAMIS' VOICE
          I was summoned to the royal
          apartments.  Arrange a carriage,
          they told me, and wait by the door
          of the stables.

INTERCUT FLASHBACK

We see images of that night, as we saw in the opening.

                     ARAMIS' VOICE
          They brought a baby from the back of
          the palace, into the black carriage
          I had waiting.  They had given the
          driver instructions about where it
          was, and I was ordered to make the
          whole journey with the blinds of the
          carriage drawn.

In the flashback we see the young Musketeer Aramis, his face
shielded in shadow, handing a living bundle over to someone
at one of the back doors of a large country house.

                     ARAMIS' VOICE
          I carried that baby into the
          countryside, to a chateau, like this
          one.  And there I left him.

ARAMIS IN THE PRESENT

                     ARAMIS
          I have never forgotten that night,
          or what I carried.

                     PORTHOS
          I don't understand.  What does this
          have to do with...?  You carried a
          baby somewhere, it's unusual, but --

                     ARAMIS
          Not just a baby, Porthos.  I carried
          the child of the king.

                     PORTHOS
          The child of the king is... the
          king.  Louis!

                     ARAMIS
          No, not Louis!

                     PORTHOS
          Athos, do you understand this?  He
          confuses me --

                     ARAMIS
          I carried the king's child!  The
          queen had twins that night, and one
          of them was sent away, in secret!

                     PORTHOS
          But why?

                     ARAMIS
          Because the old king had a twin as
          well, and through his whole reign
          his brother fought him for the
          throne.  Then he had two heirs, not
          just sons but twins.  So he decided
          that one be put away, as if he never
          existed.  You, Phillippe.

Phillippe is pale... We DISSOLVE TO a flashback of
Phillippe's early education in the country house.

                     ARAMIS' VOICE
          The old king ordered you be educated
          and well treated, but your identity
          kept from you and all those around
          you.

The FLASHBACK moves to the palace, matching the narration --

                     ARAMIS' VOICE
          On his death bed, he revealed your
          existence to Louis and your mother.
          Your mother had been told by her own
          priest that you had died at birth.
          Somehow she blamed herself for ever
          believing it, and she wished to
          restore your birthright.  But now
          Louis was king.

We see in FLASHBACK Louis wearing his new crown, plotting.

                     ARAMIS' VOICE
          A priest, even a Pope, he could kill
          without hesitation, but he was
          afraid to kill you, for his whole
          claim to power rests on the sanctity
          of royal blood.  So he had you
          hidden in a way that only a monster
          could devise.  I know, for it was I
          who took you to prison, and the Iron
          Mask.  Someday I will ask your
          forgiveness.  But not until we have
          restored to you what is yours.

We are in present time again.  All eyes are on Phillippe.

                     PHILLIPPE
          Restored...?

                     ARAMIS
          We will replace Louis with
          Phillippe.  No one but the King
          himself -- and now we -- knows
          Phillippe even exists.  All we have
          to do is switch them.

                     ATHOS
          Switch?!  That is your plan?  It is
          ludicrous!

                     ARAMIS
          I have it all worked out.

                     ATHOS
          Physical resemblance is but one
          small thing!  Louis has an
          arrogance, a manner --

                     ARAMIS
          Those can be adopted --

                     ATHOS
          And people close to him, who --

                     ARAMIS
          Do you think I have not considered
          that?  I have a plan -- and you may
          rest assured that it is brilliant!

                     ATHOS
          It is not just our lives you risk
          with this conceit of yours!  It is
          Phillippe's as well!

                     ARAMIS
          Yes, and he has a choice!

Aramis stops thundering at Athos, and turns to Phillippe.

                     ARAMIS
          What about it, Phillippe?!  All that
          time in prison, all that time you
          suffered, was it for nothing?!  You
          memorized the entire Bible, or so
          your priest told me!  An act of
          survival, of defiance, of courage!
          Your years within the mask have
          given you reserves of strength that
          others could not imagine.  Your home
          was a dungeon and now you may be a
          king, if you have the heart to make
          it so!  Do you have the heart?

Phillippe stands shakily, and faces them.

                     PHILLIPPE
          I will try.

Phillippe walks -- nearly wanders -- from the room.

                     ARAMIS
          You see?  A king.

Athos, with a glare at Aramis, follows Phillippe.

EXT.  MANOR HOUSE GARDENS - DAY

The gardens are sun drenched, bursting with the beauty of a
French summer.  Athos finds Phillippe there, sitting alone.

                     ATHOS
          Recent hours have been a shock.

                     PHILLIPPE
          Perhaps not as much as you might
          imagine.  When tutors answered every
          question except those about who I
          was.  When I was imprisoned in a way
          no other man had ever been, I knew
          there was something different about
          me.  But a king...

                     ATHOS
          Phillippe... there is something I
          hope you understand.  Terrible
          cruelty has been used against you.
          And... you must understand that you
          did nothing to deserve it.

                     PHILLIPPE
          There is... wrath... in me.  I have
          learned to hide it.  Those years in
          the cell, I dreamed that freedom
          would someday just happen, the way
          the mask happened.  Now I am free.
          And with each free breath I feel the
          growing desire to make someone
          suffer for all I lost.  Look at
          this, all this that for ten years I
          could not see!  What if I become a
          king -- a king no different from my
          brother?

                     ATHOS
          The desire for vengeance... can be a
          poison.

                     PHILLIPPE
          What is its antidote?

                     ATHOS
          I suppose... it is to remember there
          are many people who have never been
          in a prison, who pass such beauty
          every day, and never see it.

Phillippe reaches to a flower, plucks it, and smells it.  He
looks around at the beauty of the garden, taking it all in.
Athos looks around too; then Athos realizes Phillippe is no
longer looking at the garden, but at him.

                     PHILLIPPE
          You look so sad.  Is it something I
          have done?

                     ATHOS
          It is something I have done -- or
          did not do.

                     PHILLIPPE
          What is that?

                     ATHOS
          I did not share beauty with
          someone... who is no longer here for
          me to share beauty with.

Before Phillippe can pursue this, Athos turns businesslike.

                     ATHOS
          We have much to do, we'd best get
          started.  Now suppose you were to
          walk into a garden, as a king...

INT.  MANOR HOUSE DINING ROOM - NIGHT

Aramis is having dinner; he calls toward the kitchen.

                     ARAMIS
          More wine!

Athos enters and sags into a chair, his energy spent.

                     ARAMIS
          How is he?

                     ATHOS
          Resting, he's had a long day.
          Aramis --

                     ARAMIS
               (calling out)
          More wine!!

                     ATHOS
          You must reconsider this plan.
          Phillippe is like a child, he --

                     ARAMIS
          You can do it.

                     ATHOS
          In a year, maybe two, I could teach
          him enough to --

                     ARAMIS
          Three days.

                     ATHOS
          Three days??!!

                     ARAMIS
          The King is having a ball, a
          masquerade ball.  It is the perfect
          opportunity and perhaps our only
          one.  At any time Phillippe could be
          discovered, and what then?  Remember
          France.  Remember the poor.
          Remember Raoul.  More wine!!  Where
          are those serving girls...?

EXT.  CHATEAU - NIGHT

As Aramis and Athos are downstairs arguing, we PAN UP to the
window of a candlelit bedroom...

INT.  CHATEAU BEDROOM - NIGHT

We PAN from the window to the bed... where Porthos is making
love -- or trying to.  We see his huge, bare, broad back,
blotting out all view of his partner.  He grunts, then roles
over in despair -- revealing not one but three serving girls
lying beneath him, jammed side-by-side like firewood, all
nearly smothered by Porthos' bulk.

                     PORTHOS
          It's no use.  My sword is bent.

                     SERVING WOMAN
          It'll be all right.  You're just
          taking a while to get started.

                     PORTHOS
          No, it's dead.  I am useless.

Porthos heaves himself out of bed.

EXT.  CHATEAU - NIGHT

While Aramis and Athos are visible through the window,
arguing and gesturing, Porthos -- still naked -- walks across
the moonlit courtyard, to the barn.

INT.  DINING ROOM - NIGHT

                     ATHOS
          Phillippe -- he's very bright, he's
          perceptive, but he is in such
          turmoil --

                     ARAMIS
          You grow fond of him.  That's good.

                     ATHOS
          Don't play God with me, Aramis I --

Athos interrupts himself as he glimpses the naked Porthos
moving across the courtyard toward the barn.

                     ARAMIS
          Go on.

                     ATHOS
          But -- what is Porthos doing?

                     ARAMIS
          Going into the barn naked -- or so
          it appears.

We INTERCUT Porthos in the barn with Aramis and Athos in the
house...

IN THE BARN

Porthos, alone within the barn, finds a thick plow rope and
fashions a noose.

IN THE HOUSE

                     ARAMIS
          Now.  You were saying?

                     ATHOS
          But -- what is he doing?

                     ARAMIS
          About to hang himself, I should
          think.

IN THE BARN

Porthos throws one end of the rope over the central beam of
the barn, and ties the other end off.  He shoves a milking
stool up below the noose, climbs onto it, and fits the noose
around his neck.  NOTE: When we see him in full view it is
only from behind -- and this angle is a sight to behold.

IN THE HOUSE

Aramis' detachment only aggravates Athos' excitement.

                     ATHOS
          Hang himself?!

                     ARAMIS
          He's threatened to do it, it's been
          building up in him for months.

                     ATHOS
          We must stop him!

                     ARAMIS
          Come now, Athos, if Porthos is
          determined to end his life, then he
          will certainly manage to find the
          opportunity.

                     ATHOS
          But -- but --

Athos jumps up and makes for the door -- but Aramis' hooded
helpers, at a signal from Aramis, bar his way.

IN THE BARN

Porthos, grave with drama, utters his last words...

                     PORTHOS
          A'dieu, cruel life!  Farewell to
          useless Porthos!

He steps off the stool.

His great weight drops.  The rope snaps taught.  The beam it
is tied to snaps like a twig -- right in the place where it
has been sawn nearly in half already.

Porthos falls unencumbered and slams butt first into the
floorboards of the barn, cracking them.

ARAMIS AND ATHOS

can hear the crack from where they're sitting.

                     ARAMIS
          I sawed the main beam in half.

IN THE BARN

The chain reaction has just begun.  The broken floorboards
buckle, and the barn's walls, deprived of their central
support, fall in on each other.

IN THE FRONT ROOM

Athos and Aramis watch wide-eyed as the whole barn completely
collapses around the unfortunate Porthos.  Athos gives Aramis
a look.

                     ARAMIS
          I'm a genius -- not an engineer!

They jump up and run out.  The commotion draws others too --
especially the three wenches Porthos had been trying to bed.

THE COLLAPSED BARN

It's a tangle of debris -- and from the size and weight of
the pile, it looks as if no one could live through the
collapse.  For a moment the whole pile lies silent; then
suddenly it bursts apart and Porthos emerges, exploding with
anger.

                     PORTHOS
          Aramis!!  You did this, didn't you!
          You knew I would try hanging myself,
          and you sawed the beam!  Admit it!
          Admit it, by God!!  ADMIT IT!!!

Porthos' eyes are bulging; he's terrifying in his fury.  And
he holds one of the broken barn's timbers like a giant club,
ready to bash in Aramis' brains.  Aramis is totally casual.

                     ARAMIS
          Well of course I knew it, Porthos.

Porthos stands there, blinking.

                     ARAMIS
          You've been moping for months.  Now
          that you've gotten the idea of
          killing yourself out of the way, you
          can stop boring me and start being
          useful to me.  Now get some rest.

                     PORTHOS
          Well... Well... Okay.

Porthos starts back toward the house.  Then one of the
serving girls, heading back inside, sees in one of the upper
windows -- the face in the Iron Mask.  She SCREAMS --

                     WENCH
          AAAAAAHHHHHHH!

Phillippe shies back from the window now, but it's too late,
everyone has seen him.  Aramis, with cold intellectual
curiosity, quietly observes the women's reaction, even as his
hooded helpers scurry from the shadows to calm the frightened
locals.

                     ATHOS
          Poor Phillippe!

                     ARAMIS
          The mask is terrifying... especially
          when unexpected.  Do you notice?

                     ATHOS
          All I noticed was that Phillippe
          feels even more like an animal.

Athos hurries in; Aramis looks at Porthos.

                     ARAMIS
          See, Porthos -- secrets are hard to
          keep.  We don't have much time.

INT.  PHILLIPPE'S BEDROOM - NIGHT

Athos enters to find Phillippe in a corner of the bedroom,
slumped and ashamed in the darkness, holding the mask.

                     PHILLIPPE
          I've worn this mask so long, I
          couldn't sleep without it.

                     ATHOS
          I will sit with you.  I can't sleep
          either.

Athos settles into a chair, as Phillippe lays the mask aside
on the table and closes his eyes.  Athos looks toward the
flames of the fireplace, and in their dancing shadows he sees
the face of Raoul.  Phillippe's voice interrupts --

                     PHILLIPPE
          Athos...?  Thank you for being my
          guide... back into the world.

Athos had not thought of it that way.  Phillippe closes his
eyes again, and falls asleep.

INT.  PHILLIPPE'S BEDROOM - MORNING

Light falls on Athos' face; it is dawn.  He hears the whinny
of horses, and looks out the window to see a carriage about
to leave.  Reacting quickly, he hurries out quietly.

EXT.  CHATEAU - MORNING

Aramis and Porthos are already loaded into the carriage, as
Athos runs up.

                     ATHOS
          Where are you going?!

                     ARAMIS
          Paris.  There is still much to do.
          We'll be back soon.  Be ready.

                     ATHOS
          But Aramis -- !  Phillippe can learn
          in time, but --

                     ARAMIS
          He can learn to be Phillippe in
          time.  But first he must learn to be
          Louis, and for that he has two more
          days.

                     ATHOS
          What you're asking is impossible!

                     ARAMIS
          I offer you the perfect revolution.
          A revolution without bloodshed,
          without any loss of life, even
          without treason, for he too is the
          son of the King.

                     ATHOS
          But --

                     ARAMIS
          You said you'd do anything, Athos,
          anything to replace this King.  So
          do it.

Aramis motions to the driver, who snaps the reins and drives
the horses away.

Athos, wide-eyed and alone, watches the carriage roll away.
He turns back toward the house, and see's Phillippe looking
out the window -- without the mask.

INT.  MANOR HOUSE - DINING ROOM - DAY

Athos and Phillippe are having breakfast.

                     ATHOS
          No, wait, do not hold your goblet
          that way.  With a king it is... so.

He shows him, pinching the goblet between thumb and
forefinger, as the other three fingers extend daintily.

                     ATHOS
          It is not to be dainty.  Servants
          have touched the King's goblet, so
          he will touch it as little as
          possible.

Phillippe tries it and the goblet slips from his fingers,
crashing onto his plate and spilling onto everything.

                     PHILLIPPE
          I am so sorry!  Forgive me, I --

                     ATHOS
          No!  Do not be sorry!  Never be
          sorry!  The King cares for nothing
          and for no one!  There are no
          mistakes when you are King!  What
          you do is right for every person!  A
          King has contempt for everyone!

                     PHILLIPPE
          Is that the king of king you wish me
          to be?  Or do you say this because
          of your son?

                     ATHOS
          How did you know -- ?

                     PHILLIPPE
          Porthos told me.

For a moment Athos can say nothing; then he shoves back from
the table and storms from the room.

INT.  COUNTRY MANOR HOUSE - ATHOS' ROOM - NIGHT

Athos is pacing in his room, all alone, rehearsing the things
he wants to say to Phillippe.

                     ATHOS
          I am not... I am not angry with you.
          You understand?  Good.  Now, as to
          acting like a king, we wish you to
          be a good king.  But at first... at
          first you must pass as Louis, and
          Louis is cold and cruel.  So you
          must stop looking at people with
          such softness.  It is... not Kingly.
          The eyes of a King say that all he
          cares about is himself, and your
          eyes -- how do I tell him this -- ?
          You eyes... ask so much.  You
          shouldn't care about me, about my --
          about...

Athos' voice breaks, his body sags.

                     ATHOS
          Oh Raoul, my son... my son...

Athos weeps.

INT.  MANOR HOUSE - DAY

Phillippe sits alone in the parlor; he looks up as Athos --
his face washed, no sign of grief -- marches in.

                     ATHOS
          Come, we have much to do.

MONTAGE - ATHOS TRAINING PHILLIPPE

-- They practice sword fighting, Athos being sure that
   Phillippe knows Kingly posture...

-- They rehearse holding court, with Athos showing Phillippe
   how to sit in a chair like a King on his throne, and then
   Phillippe trying it, with Athos then playing the roll of a
   courtesan paying homage...

-- They rehearse courtly dancing; and as they stumble, both
   of them feeling embarrassed and ridiculous, they laugh.

EXT.  PARIS STREET - NIGHT

Aramis' carriage rattles to a stop, the hooves of the horses
sounding hollow on the cobblestones.  They are near the same
area where the riots occurred; now, at night, everything
looks deserted.  Aramis steps from the carriage.

                     ARAMIS
          Coming?

                     PORTHOS
          What use am I?

                     ARAMIS
          We go someplace dangerous.

                     PORTHOS
          Why didn't you say so?

Porthos steps out with him, and Aramis leads the way down a
dark, spooky alley.

EXT.  PARIS BACKSTREETS - NIGHT

They walk through the murky darkness of Paris' backstreets.

                     PORTHOS
          It is good to be out on a mission
          again... We are out on a mission,
          aren't we?

Aramis grunts non-committally, lost in thought.

                     PORTHOS
          You're right.  Tell Porthos nothing.
          He needs to know nothing, for he is
          useless.

Just as he says this a sinister form steps from the shadows
and blocks their way.  He holds a knife.  Another ROBBER with
a sword rises from a doorway beside them.

                     ROBBER
          Your money or your life.

Aramis looks bored; Porthos stands blinking in surprise.
Then a third robber steps up behind them, cocking a pistol.

                     THIRD ROBBER
          Make it quick, old man!

                     PORTHOS
          Old?  Old?!  You're all trying to
          rob us because you think we're old?

The man with a sword steps forward to hack Porthos down, but
Porthos spins, slapping the pistol, making it BOOM but miss;
he kicks the swordsman in the groin, then smashes his head
against the alley wall; he backhands the gunman.  The robber
with the knife tries to run; Porthos snatches a barrel from
the street and hurls it into the fleeing robber's back; he
falls in a heap.

Porthos' fury has just begun.  He picks the fallen gunman up
by the throat, slams him stomach down across a broken alley
cart, and with one sweep of his mighty hand Porthos snatches
down the man's pants.

                     PORTHOS
          Old?!  I'll show you old!!

Porthos snatches the pistol from the cobblestones.  We see
the shock and terror on the robber's face as he feels
something shocking happen behind him.

                     PORTHOS
          Let's see you rob somebody with your
          pistol there!

                     ARAMIS
          Come on...

Aramis, acting as if nothing happened, leads Porthos away.

                     PORTHOS
          I have to tell you something.  I
          love Paris!

Aramis has found what he's looking for:  a filthy brothel.

                     ARAMIS
          Here we are.

Aramis leads Porthos inside.

INT.  BROTHEL - NIGHT

Sleazy whores lounge around, women at the very bottom of
life.  They stir and try to look more appealing as the two
well dressed gentlemen enter.

                     PORTHOS
          Aramis... These are... these are
          whores!

                     ARAMIS
          So was Mary Magdalene, and our Lord
          loved her.

                     PORTHOS
          Did she have tits like that?

A greasy, disgusting PIMP shuffles over.

                     PIMP
          What do you want?  White?  Black?
          Both?

                     ARAMIS
          No.  We want you, Father Belles.

The pimp reacts with fury, drawing a pistol.

                     PIMP
          Get out!  Now!  I will kill you
          where you stand!

Aramis slowly falls to his knees, before the pimp.

                     ARAMIS
          Bless me, Father, for I have sinned.

The pimp -- the former Father Belles, the same man we saw as
the priest who prayed with the Queen at the royal birth in
the opening -- shoves his pistol at Aramis' face.

                     PIMP
          Don't!  Get out!

                     ARAMIS
          I have sinned.  And no other
          priest's assurance of forgiveness
          can mean as much as yours.  Tell me
          that I can be forgiven, no matter
          what I have done.

Aramis' eyes are hypnotic, staring deep into the fallen
priest's soul.  Porthos is bug-eyed, certain Aramis' head is
about to be blown apart.

                     PORTHOS
          He's going to kill you, Aramis.

                     ARAMIS
          Then let him kill me, if all my
          faith is wrong.

He stares at the pimp.  The pimp's finger trembles on the
trigger.

                     ARAMIS
          I have come to help you make it
          right.  I have come to take you
          home.

The pimp shakes convulsively; he drops to his knees, bows his
head, and weeps.

EXT.  STREETS OF PARIS - NIGHT

Aramis' carriage rattles through the dark streets; we play
these secret movement sequences with an ominous, Jack-the-
Ripper quality.  The carriage pulls into...

INT.  CATHEDRAL COURTYARD - NIGHT

The priests scurry out to meet it.  First Aramis emerges,
then Porthos -- but the appearance of the pimp surprises the
cathedral priests.  They cross themselves.

                     PRIESTS
          Father Belles!

Crossing themselves, they embrace the prodigal priest; one
MONK kneels before Aramis.

                     MONK
          You have made a miracle!

                     ARAMIS
          God makes miracles.  You make
          dinner.

As Aramis strides toward the dining room, a Jesuit hurries up
to him.

                     JESUIT
          The ball has been rescheduled -- for
          tomorrow.

As Aramis hears this in surprise --

                                                SMASH TO:

EXT.  ROADS - NIGHT

The carriage thunders through the countryside, back toward
the manor house.

EXT.  MANOR HOUSE - DAY

Athos and Phillippe sit at a table in the shade of a tree; on
the table is a model of the palace which Athos is using to
drill Phillippe on the palace's layout.

                     ATHOS
          These rooms are yours.  Up these
          stairs -- or through this hidden
          passage -- is the room of your
          mistress... Michelle.

                     PHILLIPPE
          Whose rooms are those?

                     ATHOS
          Your mother's.

They are interrupted as the carriage bearing Aramis and
Porthos clatters in.  Aramis is out immediately.

                     ARAMIS
          Change the horses!  Clear out
          everything!  NOW!!

INT.  CARRIAGE - ROLLING - DAY

The three Musketeers, plus Phillippe, are hurrying back
toward Paris.

                     ATHOS
          Aramis, this will never --

                     ARAMIS
          Louis is planning a visit to the
          Vatican, then who knows where after
          that.  If we miss him now we may not
          get another chance.

                     ATHOS
          But --

                     ARAMIS
          It presses us but it is good for us
          too!  Louis' whims make him more
          vulnerable.  We are less ready, but
          so are his guards!

                     PORTHOS
          D'Artagnan, unready?

                     ATHOS
          At a ball, everyone watches the
          King!

                     ARAMIS
          But what if something extraordinary
          happened?  Something so unusual that
          all the attention went to someone
          else?  Someone whose confirmation of
          Phillippe the King would never be
          questioned.

                     PORTHOS
          Who?

                     ARAMIS
          The Queen Mother.  Anne.

And Aramis leans forward to tell them his plan...

EXT.  PALACE - DAY

Teams of servants are filing in and out of the palace with
food and flowers, decorating the ballroom for the ball that
evening.  In contrast, Anne and her devout retinue of nuns
move in single file toward the garden chapel.

INT.  GARDEN CHAPEL - DAY

The nuns kneel at the altar as Anne enters the confessional.

INT.  CONFESSIONAL BOOTH - DAY

                     ANNE
          Bless me Father, for I have sinned.

                     FATHER BELLES
          So have I.

He slides open the partition window between them.

                     ANNE
          Father Belles -- ?!

He taps a silencing finger to his lips.

                     ANNE
          They told me you were dead.

                     FATHER BELLES
          I was.  I see you are still a woman
          of faith.  I have come back to ask
          you if you believe that one lie can
          poison your whole life... and one
          truth can put it back together
          again.

Anne stares at the eyes of the priest, back from hell.

INT.  PALACE - KING'S ROOM - DAY

As Louis' tailors outfit him in a dazzling gold peacock
costume, complete with a jeweled mask at the end of a wand,
he amuses himself by looking out the window at the beautiful
young women arriving early for the ball.

                     LOUIS
          It shall be interesting tonight.

D'Artagnan enters, looking concerned.

                     D'ARTAGNAN
          Your Majesty.  This ball, with an
          open invitation to the nobility of
          Paris -- we have no way of
          checking --

                     LOUIS
          You will protect me as you always
          have, d'Artagnan.

Through the window Louis sees more beautiful young women.

                     LOUIS
          By the way, Claude -- inform
          Mademoiselle Beaufort that she will
          be moving from her rooms --

He looks up to see that Michelle has entered through the open
door behind him.

                     LOUIS
          Never mind, it seems we have already
          told her.

But Michelle's appearance brings him up short.  It is not the
cruel brush-off; she is already harshly different:  her eyes
are red from crying, her lips are tight in anger.

                     MICHELLE
          Murderer!  Murderer!

She holds a letter, crushed in her hand.

                     MICHELLE
          I wrote Fromberge!  Under your seal!
          I wrote as you, demanding to know
          why he disregarded my order to keep
          Raoul from danger!  He writes back:
          "But your Majesty!  Your last letter
          ordered me to put him in front of
          the cannon!"

She hurls the crumpled letter into his face.  Everyone is
frozen, silent.  She staggers toward Louis as if to attack
him, then falls to her knees, weeping.  No one helps her...

Except d'Artagnan.  He kneels, hugs her shoulders, helps her
to her feet, and guides her toward her room.  But d'Artagnan
looks back once, toward Louis.

                     LOUIS
          Hysterical woman.

                     CLAUDE
          Sire, misuse of the royal seal -- !

                     LOUIS
          She'll be gone tomorrow.

As d'Artagnan and Michelle move out, they pass Anne, coming
in.  Anne and d'Artagnan exchange a look; he remembers to
give her a respectful nod, but she moves past, into the
King's dressing room.  Louis is surprised.

                     LOUIS
          Mother -- ?

                     ANNE
          May I speak with you?  Alone?

                     LOUIS
          I am preparing for a ball!

                     ANNE
          We haven't visited in three years.
          And we should have privacy.

Exasperated, Louis waves his attendants away.

                     LOUIS
          What is it, mother?

                     ANNE
          I wish to discuss your brother.

                     LOUIS
          He is dead!  By God's choice!  There
          is nothing to discuss.

                     ANNE
          First they told me he had died at
          birth.  Then your father admitted he
          was alive, but well cared for, in
          secret.  But the message that told
          of his death said he had been a
          prisoner.

                     LOUIS
          I am King, Mother!  And I do not
          wish to discuss this with you.

                     ANNE
          He was my blood -- and I demand to
          know what happened to him.

                     LOUIS
          Why would you ask now?  You never
          asked before!

                     ANNE
          Because I have dreamed of him.  Not
          as the baby they took away, but as a
          man.

                     LOUIS
          You have prayed too much.  Your mind
          is weak.

Avoiding her stare, Louis lifts a plaster bust of his father,
its eyes like the sightless pupils of Greek gods.

                     ANNE
          I believe in dreams, Louis.  They
          are our souls speaking to us, from
          that world beyond our eyes.  And
          that son I never saw in daylight was
          standing in the moonlight of my
          dreams.  And he wore an iron mask.

We see her from a low angle, from a POV behind Louis -- and
we see the plaster bust burst upon the marble floor.

                     LOUIS
          It -- it doesn't matter, Mother!  He
          is dead now!  Dead!

                     ANNE
          Yes.  Dead.  Two nights ago.  The
          night of my dream.

And the night of Louis' "dream."  Anne begins to walk out.

                     LOUIS
          If... if he was wearing an iron mask
          in your dream, then how could you
          know he was your son?

Louis smiles; he thinks he has her.

                     ANNE
          Then you did do it, Louis.  You did
          put your brother in an iron mask.

All the blood is gone from Louis' face.  Anne walks from the
room, past Louis' waiting tailors.  He snaps at them.

                     LOUIS
          I have a ball to attend!

They rush in.  As they scurry about, dressing him in gold,
Louis' composure returns; he stares at himself in the golden
mirror, likes what he sees... and smiles.

EXT.  ROAD - NIGHT

Aramis' carriage pulls off the road and into the trees.  The
Musketeers and Phillippe pile out, to find another much
grander carriage there waiting.  Aramis ushers them into it.

                     PHILLIPPE
          Whose carriage is this?

                     PORTHOS
          It was mine.  But since you are
          about to be the king, it is yours.

The new carriage lurches away.

INSIDE THE NEW CARRIAGE

are bundles of elaborate clothes.

                     ARAMIS
          Phillippe first.

They begin to dress Phillippe in a masquerade costume.

                     ARAMIS
          Remember, Phillippe... nobility is
          born in the heart.

                     ATHOS
          Hold your goblet with two fingers.

                     PORTHOS
          And make love as if you don't care.
          The way Kings do.  And fart whenever
          you wish.

Aramis tucks a note into Phillippe's pocket.

                     ARAMIS
          Remember, all you have to do is get
          through tonight.  Smile and nod a
          lot, and if you get stuck just wave
          and announce, "Continue."  In the
          morning you hand this note to
          d'Artagnan, pardoning Athos and
          instructing that he, Aramis and
          Porthos be brought to the palace as
          your advisors.  And all is well.

Phillippe nods; everyone's nervous.  Aramis grabs more
clothes and hands them out.

                     ARAMIS
          Now the rest of us.

EXT.  THE PALACE - NIGHT

Carriages disgorge guests, wildly attired for the masquerade
ball.  Porthos' carriage pulls in among them.

INT.  PALACE BALLROOM - NIGHT

A magnificent masquerade ball is in full swirl; the dazzling
light of chandeliers bounces off the gilt ceiling and
sparkles on the jewels of swirling dancers, their numbers
multiplied in the polished mirrors that line the walls.

The King is dancing and laughing with sexy young ladies.
D'Artagnan stands to the side of the ballroom, ever watchful,
ever remote.

As the dancers swirl, each one wearing a distinctive mask in
the garish style favored by the French nobility of the
1600's, we see one particular couple -- a large man, with an
excessively large woman.  They are dancing vigorously, and as
they take a break behind a huge pillar, they lift their masks
enough for us to see that the man is Aramis, and the "woman"
is Porthos.

From the folds of their elaborate costumes they both withdraw
replicas of the iron mask that Phillippe once wore.

                     PORTHOS
          D'Artagnan watches everything.  We
          have to be lucky.

                     ARAMIS
          We will make our own luck tonight...
          if Phillippe holds up.

Aramis peers across the ballroom, to where Athos and
Phillippe mix among the revelers, using thin sticks to hold
broad masks to their faces.  Behind the masks we see their
eyes -- Athos' intense, Phillippe's nervous and darting.

                     ATHOS
          Stay calm, you're doing fine.

Then Phillippe's eyes go strangely still; he sees, for the
first time in his life, his twin brother, the King.

                     PHILLIPPE
          My brother...

Louis dances the minuet, prancing as if he is the center of
the universe; but this bliss is broken when one of the
dancers who swirls by him -- it is Aramis -- lifts the
baroque outer mask he's wearing and reveals an iron mask
beneath.

The King staggers, stopping.  The sight stuns him, confuses
him; he looks around but the wearer of the mask has
disappeared among the weaving patterns of dancers.  Louis'
hands dart to his eyes:  are they playing tricks on him?

Seeing his reaction, Phillippe whispers --

                     PHILLIPPE
          He knew.  He knew what they did to
          me.

The YOUNG BEAUTY dancing with Louis notices him falter.

                     YOUNG BEAUTY
          What is wrong, your majesty?

                     LOUIS
          Nothing, I -- continue.

Louis rejoins the dancing... and then sees, on the balcony
above him, a different person -- a huge "woman," Porthos --
who lifts off an outer mask to reveal an iron mask below.

                     LOUIS
          There!  Do you see it?

                     YOUNG BEAUTY
          See what, Majesty?

Porthos has slipped away from the railing when the King looks
back up; the young beauty sees nothing, and turns back to the
King with a look that questions his sanity.

D'Artagnan notices the King's reaction -- though he did not
see the glimpse of the iron mask -- and is just as baffled as
everyone else when the King turns and staggers away.

                     D'ARTAGNAN
          Your Majesty...?

                     LOUIS
          ... tired.  Must... lie down.

The music splatters to an awkward stop; Louis hurries out,
leaving his partner abandoned in the center of the ballroom,
with everyone staring as if she just ruined the party.

                     D'ARTAGNAN
          Carry on, everyone...

The music begins again, and the party goers, not knowing what
else to do, politely continue.

Athos draws Phillippe away from the ballroom, into a side
corridor.

AT THE FOOT OF THE STAIRS TO THE BALCONY

Porthos waddles down stairs, and meets Aramis.

                     ARAMIS
          Quick, to the passages.

They hurry in the same direction Athos and Phillippe went.

INT.  PALACE HALLWAY - OUTSIDE THE KING'S BEDROOM - NIGHT

D'Artagnan catches up to the King as he is entering the door
of his royal apartment.

                     D'ARTAGNAN
          Your Majesty, is there anything -- ?

The King shuts the door in d'Artagnan's face.

INT.  THE KING'S BEDROOM - NIGHT

The King falls upon his bed, pressing his hands to his head.

INT.  PALACE CORRIDOR - NIGHT

The three Musketeers and Phillippe move quietly up a stairway
and to the door of a room.  Phillippe whispers...

                     PHILLIPPE
          The room of the King's favorite
          mistress?

                     ATHOS
          She will be at the ball.

INT.  MICHELLE'S APARTMENT - NIGHT

The door opens and they move in; it is in fact empty, though
a mess.  They move to the wall, where Aramis, after a little
looking, locates the levers to open the wall/door to the
King's secret passageway.  Aramis enters first, the others
follow.  We half expect Michelle to pop up at any moment, but
the Musketeers enter the passage without incident.

INT.  SECRET PASSAGES - NIGHT

Aramis silently leads the others through the secret passage,
to the portal into the King's bedroom.

INT.  KING'S BEDCHAMBER - NIGHT

The King is lying on the bed; we see him from the POV of
someone approaching him slowly, silently.  When his eyes open
in panic, it is too late... We see Aramis, Athos, Porthos
from the KING'S POV as they swarm him.

                     ARAMIS
          It is Judgment Day.

His fist drops into frame... Louis loses consciousness.

LOUIS' POV

as consciousness returns.  He see Phillippe in Louis'
clothes.  Aramis, Athos and Porthos bow and say...

                     MUSKETEERS
          Your Majesty.

LOUIS, still on his bed, now wears Phillippe's clothes.

                     LOUIS
          Wh-- Wha--

                     ARAMIS
          Don't look so shocked, Phillippe.
          Come, you're going back to prison.

                     LOUIS
          Phillippe?!  Why do you call me --

Now Louis understands everything.  He tries to struggle, but
instantly Porthos shoves a rag into his mouth.

Aramis opens the main door a crack, and sees d'Artagnan has
entered his room down the corridor, through whose open door
he can guard the approaches to the King's rooms.  Aramis
shuts the door again and turns to the others.

                     ARAMIS
          D'Artagnan guards the hallway!  You
          must go back the way we came!

Athos puts his hands on Phillippe's shoulders.

                     ATHOS
          Now, your Majesty.  It is time.

Aramis and Porthos bow again to Phillippe -- now dressed and
looking exactly like the King.  Phillippe's mouth is dry; he
swallows hard, and follows Athos up the hidden stairs.

INT.  MICHELLE'S BEDCHAMBER

Athos and Phillippe move to the door; they stop there, and
Athos adjusts Phillippe's costume one more time.

                     ATHOS
          You know the way.

Phillippe nods, tremendously nervous.

                     ATHOS
          You have your note?

Phillippe pats his pocket, like a boy being sent off to his
first day at school.  He surprises Athos, hugging him.  Then
Phillippe opens the door and walks slowly down the hallway.
Athos stands at the door and watches him go, all alone.
Athos whispers, though Phillippe can't hear...

                     ATHOS
          You have the heart of a king.

Reluctantly, he shuts the door behind Phillippe.

IN THE HALLWAY, FOLLOWING PHILLIPPE

as he conducts himself through the ornate corridor, down the
gilded staircase... and into --

INT.  BALLROOM - NIGHT

Phillippe enters the ballroom, and the reappearance of the
"King" draws new attention.  Everyone in the dazzling
ballroom seems to stop and look straight at Phillippe.

Phillippe freezes.  Stares, everywhere, stares!  For what
seems an eternity, he can't move.

But then he raises his hand and says --

                     PHILLIPPE
          Continue.

As if by magic the music plays, the dancing resumes.
Phillippe moves to the throne and takes his place upon it.
He seems to have made it; people glance -- dancing ladies,
young Musketeers, old advisors -- but no one gives him a
second look.  For a moment, Phillippe feels safe.

And then he sees Michelle, her eyes glassy and riveted upon
him.  She wears her most beautiful gown -- the first one
Louis gave her -- but one shoulder strap dangles sloppily.
Her lips and cheeks are awkwardly rouged, her hair is mussed;
she is drunk.  She weaves her way to him and curtsies
elaborately.

                     MICHELLE
          My gracious noble lord...

Phillippe's heart is pounding; he looks around for help.  He
can only guess who this woman is.  The advisors have now
noticed her; Claude quickly dispatches orders to keep the
party going along, and waves guards over.

                     PHILLIPPE
          How are you... Michelle?

She doesn't react, so he must have guessed right; but
Phillippe knows nothing of what happened just before the
ball, and he's ambushed by her anger.

                     MICHELLE
          How should I be?  I came to give
          this back to you.

She starts tearing off her dress.  Claude and the guards
reach her; the young Musketeers grabbing her.

                     CLAUDE
          Fret not with this, your Majesty --

But Michelle fights, slapping, clawing -- and when one of the
young Musketeers grabs her from behind, his arm to her
throat, Phillippe jumps up.

                     PHILLIPPE
          Stop!  You're hurting her!

Phillippe's face shows something Louis' never did:
compassion.  He looks into Michelle's eyes.

                     PHILLIPPE
          However I have wronged you I will
          make amends.  Whatever the cost.

Phillippe could not have said anything more unlike Louis;
everyone who heard the remark -- Claude, the guards, and
especially Michelle -- stare at him in frozen amazement.

Phillippe realizes his blunder; they've caught him.

The MUSIC STOPS.  But the attention is not directed at the
throne; all eyes shift to the main doorway, where Anne has
appeared.  She is indescribably beautiful; she wears a bright
gown, her hair is brushed and bejeweled, she radiates the
light of a woman who felt old at thirty and who has
discovered, at forty, that she is more stunning than ever.

Her arrival draws even more attention than the reappearance
of the King; everyone watches transfixed as she approaches.
Phillippe sees her -- his mother.  He stands on legs that
seem to have no bones.  His mother.

She moves to him, her eyes filling with tears.  When she is
almost to the throne, Phillippe falls to his knees before her
and kisses her hand.

No one can believe it, not from this King.  Yet the moment
strikes them as beautiful, and they applaud happily.

Phillippe and the Queen Mother rise, and guide each other --
depending on each other for support, to a seat, he on the
throne, she on a seat the servants place beside him.

Phillippe gives a wave.

                     PHILLIPPE
          Continue.

The ball continues, the music exuberant.  Michelle wanders
away, like a blind lamb.  Phillippe and his mother sit side
by side, holding hands, their reunion passing in private
between their clasped hands, and glistening in their eyes.

INT.  THE PALACE CORRIDOR - NIGHT

Michelle, alone and forgotten, staggers down the corridor
toward the King's rooms; she passes d'Artagnan's open door.

INT.  THE KING'S BEDCHAMBER - THE THREE MUSKETEERS

are tidying everything up; they have Louis gagged and trussed
up hand and foot, his eyes flashing hatred.

                     ATHOS
          Don't worry, your Majesty.  We have
          a prison for you, where you can rest
          peacefully.

Porthos drapes Louis over his shoulder, and they move into
the passages.  Just as they close the portal behind them, the
door opens and Michelle wanders in like a zombie.  Suddenly,
d'Artagnan is at her shoulder.

                     D'ARTAGNAN
          Michelle --

Then he sees the room is empty; he thought Louis was here.

                     D'ARTAGNAN
          Where is he?

                     MICHELLE
          In... the ballroom.  But he isn't
          the same man.

INT.  BALLROOM - NIGHT

As a minuet ends, Claude raises his glass in a toast.

                     CLAUDE
          To King Louis!  And to Anne, the
          Queen Mother!

The guests applaud and reach for wine glasses; servants
present Phillippe and Anne with champagne, and they sip --

                     GUESTS
          To King Louis, and the Queen Mother!

Everyone drinks; Phillippe suddenly remembers to hold his
glass in his fingertips -- and it slips through his nervous
fingers, hitting the floor with a crash.

Dead silence; everyone is looking.  Then Anne drops her glass
too -- and everybody does it, as if to break the glass is
part of the celebration.

As the music begins again, Anne leans to Phillippe --

                     ANNE
          I retire now.  Wait two waltzes,
          then retire to your room; and spend
          the night in safety.  We have much
          to talk about, and have the rest of
          our lives to do it.

                     PHILLIPPE
          Good night, Mother.

                     ANNE
          Good night... my son.

She kisses him on the cheek; it brings tears to both of them.
She moves to the door, everyone bowing as she leaves.

JUST OUTSIDE THE BALLROOM DOOR

Anne encounters d'Artagnan.  He stops, so taken by the sight
of her that no one seeing them could miss that he loves her.

                     D'ARTAGNAN
          Anne!  You look --

Remembering himself, he bows deeply.

                     D'ARTAGNAN
          My Queen...

                     ANNE
          D'Artagnan.

She takes his hand, not caring who is watching.

                     D'ARTAGNAN
          I have never seen a sight more
          beautiful than you, tonight.

                     ANNE
          We have much to discuss.  Tomorrow.

She moves off, toward her room.  D'Artagnan enters the
ballroom.

INT.  BALLROOM - NIGHT

D'Artagnan sees "Louis" sitting on the throne.  More baffled
than alarmed, he grabs one of the Musketeer guards near him.

                     D'ARTAGNAN
          How long has the King been back?

                     GUARD
          Some while, Captain.

                     D'ARTAGNAN
          He didn't pass my doorway, I was in
          my room.

                     GUARD
          He must've, Captain, there is no
          other way here.

D'Artagnan stands and thinks; his mind begins to spin.

PHILLIPPE

sees d'Artagnan, staring at him... then calling more guards
over and giving them quick instructions; the guards hurry
away.  Then d'Artagnan moves to Phillippe, and bows.  He
looks at him carefully, but seems to see nothing unusual.

                     PHILLIPPE
          Continue.

                     D'ARTAGNAN
          Sire, we have an emergency -- of
          security.  I must ask you to
          accompany me.

                     PHILLIPPE
          ... The ball... Continue.

                     D'ARTAGNAN
          I must insist, Sire.

Phillippe stands, and follows d'Artagnan from the ball.

INT.  PASSAGES TO RIVER - NIGHT

Aramis, Athos and Porthos -- carrying Louis -- descend the
secret passages to the foundations of the palace, into a
drainage channel leading to the river.

They have stashed a boat there; they plop Louis into it and
climb in themselves.  They row toward the archway that is the
exit to the river; the moonlit waters of the Seine glow
outside, like a beacon of safe escape.

But the steel grate of the archway slams down just before
they reach it, and blades point at them from every angle of
the darkness.  A shielded lantern rises and its wick is
turned up, revealing

D'ARTAGNAN

he stands with a small contingent of young Musketeers.  His
eyes are intense, his face in agony.

                     D'ARTAGNAN
          My friends.

The only one they can see it d'Artagnan.  They all look at
each other, in the small circle of light from the lantern.

                     D'ARTAGNAN
          Only we four, the most trusted
          Musketeers, knew about the passages,
          meant to keep the King safe... Your
          Majesty...

Phillippe steps out of the darkness; his eyes are full of
shame and failure as he looks at Athos, but still he holds
on, trying to maintain the charade that he is Louis.

                     PHILLIPPE
          Yes...?  Why do you bring me here,
          d'Artagnan?

                     PORTHOS
          The King!  Look!  It's the King!

He means Phillippe.

                     D'ARTAGNAN
          Then who is that lying beside you?

Porthos turns and looks at Louis -- then reacts as if he's
totally surprised at the presence of this man tied up and
gagged beside him.

                     PORTHOS
          Wh-- ?  Where did he come from?

Athos grabs d'Artagnan's arm.

                     ATHOS
          If you ever loved me -- if you ever
          loved honor, or anything else --
          then stand now, and let it happen.

                     D'ARTAGNAN
          I cannot, Athos.  Dearly as I love
          you, I cannot.

D'Artagnan takes his dagger and cuts the ropes that bind
Louis' hands, and the gag that has kept him from talking.
Aramis suddenly backhands Louis, knocking him flat on his
back in the boat, and pointing to him -- Louis.

                     ARAMIS
          This man is an impostor.  We caught
          him trying to impersonate the King,
          and were just getting rid of him.

Louis struggles upright.

                     LOUIS
          D'Artagnan, arrest them all!

                     ARAMIS
          Shut up, knave!

Aramis slaps Louis again, and pleads with his eyes that
d'Artagnan accept their ruse.  D'Artagnan is dying inside.

                     D'ARTAGNAN
          Before I came here, I insisted the
          King come with me.  The real Louis
          would never have let me insist.

Seeing they are about to be arrested, the old Musketeers in
the boat spring into action against their younger
counterparts.  Athos swats one swordsman with an oar; Porthos
seizes the guard who has grabbed a hold of the boat and
flings the man back into two of his comrades; Aramis grabs
Louis by the hair and puts his dagger to his throat.

                     ARAMIS
          Pull them back, d'Artagnan.

                     D'ARTAGNAN
          You can't do it.

                     ARAMIS
          Pull them back!

                     D'ARTAGNAN
          Everyone back.

                     ARAMIS
          Phillippe, get into the boat.  Into
          the boat!  Now!

Phillippe obeys.

                     ARAMIS
          Open the gate.

D'Artagnan nods to his men, and they open the iron gate
leading out to the river.

The boat makes for the opening.  Just as it is about to reach
it, Louis forces Aramis' hand.

                     LOUIS
          You will not shed royal blood!

He kicks at the boat and struggles to stand, making the boat
tip wildly and throwing everyone in it all around.  Aramis
draws the dagger away from Louis' throat to keep from killing
him, and d'Artagnan makes a grab at Louis and drags him onto
the stone floor of the channel.

The boat is almost through the opening -- and Louis snatches
at his brother, Phillippe.

The current outside the gate is rushing by, and the boat is
already caught in the current; it's pulling away and the
Musketeers can't stop it.  Athos seizes Phillippe's legs and
tries to hold him, but the pressure of the current is great,
and now not only Louis but some of the young Musketeers are
helping hold Phillippe.

Phillippe's legs slip out of Athos' grasp, and the boat
flashes downriver...

Aramis, Porthos and Athos have escaped... but Phillippe is
captured, looking into the hate-filled eyes of his twin
brother Louis.

INT.  SECRET PASSAGEWAY - NIGHT

Louis is angrily climbing through the passageways, back up
into the main floors of the palace, venting his emotions at
d'Artagnan, just behind him; the young Musketeers with
Phillippe, their prisoner, follow along further back.

                     LOUIS
          I want all these passages sealed!
          Another stupid idea of my father's!
          Seal them all, every one!

                     D'ARTAGNAN
          It shall be done, your Majesty.

                     LOUIS
          Even the bedchamber passages!  Let
          none remain!

                     D'ARTAGNAN
          Yes, your Majesty.

They reach a doorway, and the King bangs through it, into his
own bedchamber, still spouting anger.

                     LOUIS
          I was told this impostor was dead!

                     D'ARTAGNAN
          ... You knew you had a double?

                     LOUIS
          He is my brother.

D'Artagnan is frozen in surprise.  Phillippe and his guards
move into the room; seeing him in full light, wearing Louis'
own clothes, fans Louis' anger; he jumps forward and begins
ripping the royal garments off Phillippe.

D'Artagnan forces himself between Louis and Phillippe.

                     D'ARTAGNAN
          I -- I thought he was but... an
          impostor who resembled --

                     LOUIS
          My twin.  Which has kept him alive.
          Until now.

                     ANNE'S VOICE
          No!!

They whirl to see the Queen Mother, who has entered through
the main door.  She hurries to the space between her sons,
hugging Phillippe, then trying to hug Louis.

                     ANNE
          Louis, please -- !

                     LOUIS
          My guards are useless!  Take her
          from me!

He motions to the young Musketeers to restrain her;
reluctantly they grip the arms of the Queen Mother.

                     LOUIS
          What had you to do with this,
          Mother?

                     ANNE
          He is your brother!

                     LOUIS
          He is nothing now.

Louis draws a sword from the scabbard of one of the young
Musketeers -- but d'Artagnan steps between him and Phillippe.

                     D'ARTAGNAN
          Your Majesty... This man before
          you... He is royal blood, the same
          as you.  To spill it is the one
          thing even you cannot do.  It is
          against the laws of God, and of
          France.

                     LOUIS
          Get out of my way.

                     D'ARTAGNAN
          Not once have I ever asked anything
          for myself.  I ask now.  Forgive
          this man, this prisoner... your
          brother.

                     LOUIS
          Forgive?!

                     D'ARTAGNAN
          Aramis, Porthos and Athos too.  I
          know what they have done was a
          threat against you -- and yet that
          threat has been removed, with no
          harm coming to your Majesty.  If
          their passions were in error, their
          spirits have ever been noble.
          Forgive them.

                     LOUIS
          They have plotted against me!  Me!
          The embodiment of God's will!

D'Artagnan sinks to his knees before the king.

                     D'ARTAGNAN
          Your Majesty... Every day of your
          life, I have watched over you.  No
          angel could have stood a more
          faithful vigil.  I have bled for
          you, and have prayed, every day, to
          see you become greater than your
          office, better than the law.  Show
          me now what my faith and blood have
          purchased.  Show mercy.

The words cut into everyone:  Anne, Phillippe, the young
Musketeers.  But Louis' eyes are cold, as he responds --

                     LOUIS
          You take the side of traitors?

                     PHILLIPPE
          Please, may I speak?  M'lord... I
          beg that you kill me.  I release
          you, before Almighty God, from any
          claim of sin in taking my life.  In
          fact I will pray that God reward you
          for your mercy to do it.  But do not
          -- I beg you -- return me to the
          prison, where I have lived so long.

Phillippe's plea makes Louis pause... then smile.

                     LOUIS
          D'Artagnan, you will hunt down
          Aramis, Porthos and Athos, and bring
          me their heads, or I will have
          yours.  And as for you, Phillippe...
          Back to the prison you shall go, and
          into the mask you hate.

                     ANNE
          No, Louis!  No!

                     LOUIS
          Wear it until you love it.  And die
          in it!!

Anne screams, and Louis waves to the guards, who draw her
from the room, as d'Artagnan sags, on his knees before the
King he has served so faithfully.

Slowly, Phillippe lowers his head.

INT.  D'ARTAGNAN'S ROOM

D'Artagnan returns to his bare room; he sits down upon the
bed and drops his face into his hands.

Then he hears the sound, like a SCREAM, but short and
muffled, almost like the whelp of a kicked dog.  He lifts his
head sharply; where did that sound come from?  He is almost
too tired, too sad, to investigate.

Then the King, already shaken by the night's events, hurries
into d'Artagnan's room.

                     LOUIS
          What was that sound?!  Did you hear
          it?  It came from Michelle's room!

INT.  KING'S BEDCHAMBER

D'Artagnan enters, ahead of Louis.  They see nothing unusual,
and d'Artagnan moves up the hidden stairs toward Michelle's
apartment.

MICHELLE'S APARTMENT

D'Artagnan enters the room, and finds it empty -- but the
window is open.  He moves toward it...

INT.  KING'S BEDCHAMBER

The King is pacing as d'Artagnan reappears.

                     LOUIS
          Where is Michelle?

                     D'ARTAGNAN
          There.

He points to the window.  Louis shoves open the drapes and
leaps back in horror.  Michelle has hanged herself outside
Louis' window, the golden bunting of her bed tied as a noose
around her neck.

INT.  QUEEN MOTHER'S APARTMENTS - DAWN

Anne has changed; she is tormented, but alive with energy,
pacing.  There is a knock at her door, and the old nun opens
it to d'Artagnan.  The old nun leaves them alone; d'Artagnan
moves to Anne and takes her hands, to look into her eyes.

                     D'ARTAGNAN
          There were two.  Not one.  But two.

                     ANNE
          I couldn't tell you.  You had enough
          to carry.

                     D'ARTAGNAN
          Anne... The night we had together...
          I always wanted more.  But that one,
          it was enough.  Enough to make me
          love you forever.  I want you to
          remember that... and go on.  As
          strong as you are now.  No matter
          what happens.

He kisses her.  She drinks in his love.  Then he stands and
moves to the door.  He looks back, then stares out.

                     ANNE
          D'Artagnan -- ?

He looks back once more; he seems to want to tell her
something; but whatever it is, he can't find the words, and
with a last loving look at her, he walks away.

EXT.  ESTABLISHING THE BASTILLE - NIGHT

A sudden visual, establishing the Bastille, the horrific
legendary prison of Paris.

INT.  BASTILLE - NIGHT

Phillippe, his head covered in a burlap hood, is rushed
through the twisting stairways of the prison.

INT.  A CELL, IN THE BOWELS OF THE BASTILLE

The guards remove the hood, and Phillippe sees the cell.
Then he sees the blacksmith there, with a new iron mask, and
his eyes take on a fresh horror.

                     PHILLIPPE
          No.  Please!  No!

The guards seize him and the blacksmith places the mask over
Phillippe's face, as he screams.  They seal the mask with a
small padlock, whose key is distinctive, and jeweled.

INT.  BASTILLE - LATER

The two guards and the blacksmith are coming downstairs after
completing their work.  Far above them, in the prison tower,
the cries of the prisoner echo; he sounds like a raving
madman now.

The two guards and the blacksmith enter an office at the base
of the tower; the BASTILLE JAILER looks up.

                     BLACKSMITH
          Pay me quick, I want out of here.

Soldiers, swords drawn, appear in the doorway behind them.

                     GUARDS
          What --

                     BASTILLE JAILER
          You saw the prisoner's face.

Understanding, the blacksmith raises his hammer toward the
soldiers; but he is stabbed in the back by the jailer, and
the soldiers skewer the two guards who helped him.  A soldier
lifts the jeweled key from the hand of a dead guard.

THE KEY

is handed to the King by Andre, the young Lieutenant.  Louis
hangs the key around his own neck, with a thin gold chain.

                     LOUIS
          Now.  Where is d'Artagnan?

                     LIEUTENANT
          Out directing the search for the
          traitors.

                     LOUIS
          When he returns, watch him.  When he
          leaves again, you tell me.

The Lieutenant bows.  Louis smiles, and fingers the key.

EXT.  PARIS STREETS - NIGHT

Squads of young Musketeers gallop along the river, and
through the dark streets around it, searching...

ALONG THE BACK WALL OF NOTRE DAME CATHEDRAL, three forms
scurry through the darkness:  Aramis, Porthos and Athos,
heaving, wheezing.  They duck into a niche of the wall to
avoid capture from another patrol galloping by.  Then Aramis
unlocks a door in the cathedral wall and they stagger in.

INT.  CATACOMBS

The three Musketeers struggle through the catacombs, reach
the chapel, and fall gasping to the floor.

                     ARAMIS
          Bloody hell...

                     ATHOS
          We can't... stay here.  That traitor
          d'Artagnan... knows about this
          place.

                     PORTHOS
          Can we eat... before we go?  This
          excitement's given me an appetite.

                     ARAMIS
          Bread and wine... in that cupboard.

Porthos hauls himself to his feet and turns up the wick of
the lantern.  The rising light reveals a note, stuck to the
cupboard with the blade of a dagger.

                     PORTHOS
          A note.  Pinned with a dagger, like
          the old days.

He removes the note, and reads...

                     PORTHOS
          "Phillippe has been removed to the
          Bastille, to the lower dungeon.  At
          midnight tonight I will order the
          guard changed, and will delay the
          replacements for ten minutes.  That
          should give you ample time.  Never
          have I needed more to say:  One for
          all, and all for one.  D'Artagnan."

                     ATHOS
          He lures us to capture.

                     ARAMIS
          He seeks redemption.

                     ATHOS
          You're a fool!

                     ARAMIS
          Perhaps.  But of d'Artagnan I am
          certain.  What he did tonight was
          what he told us all along he would
          do -- be faithful to his King.

                     ATHOS
          So what has changed?

                     ARAMIS
          Perhaps he serves a different king.

                     PORTHOS
          What choice is there?  If Phillippe
          is in the Bastille, then to the
          Bastille we will go.

                     ATHOS
          You are right.  But it is a trap.

                     PORTHOS
          So what?  I'd rather die covered in
          blood, than an old man, lying in my
          own piss.

                     ARAMIS
          Then to the Bastille.

                     ATHOS
          To the Bastille.  And death.

EXT.  BASTILLE - NIGHT

The stone walls rising into the Paris night seem to ooze
evil.  The building looks impossible to get into, much less
get out of; its doors appear to be solid blocks of wood,
encased in stone ramparts.

We hear a sharp, echoing KNOCK; Aramis, Athos, and Porthos
stand outside the main entrance, Athos slumped between the
other two like a beaten captive being delivered to jail.

No one answers their knock; the three Musketeers exchange
doubtful glance, and Porthos knocks again.  A guard inside
slides open a view port of the massive door.

                     PORTHOS
          Open up!  We have a prisoner!

The port shuts, bolts rattle, and the great door heaves open.
The Musketeers glance at each other again, and play their
roles, Aramis and Porthos dragging Athos inside.

INT.  THE BASTILLE - MAIN COURTYARD - NIGHT

The prison courtyard is murky in the darkness, and ringed by
doors leading into mazes of corridors to its dungeons.

                     GUARD
          Take him down to level three.  The
          Captain will see to the documents.

Aramis and Porthos drag Athos into one of the shadowy portals
surrounding the courtyard.

INT.  BASTILLE - VARIOUS SHOTS - NIGHT

The three Musketeers duck into the inky shadows; Aramis cuts
the bonds that hold Athos' hands, and gives him the extra
sword he had beneath his cloak.

                     PORTHOS
          It worked!

                     ATHOS
          It's a prison, you idiot!  They
          don't expect anyone to try getting
          in!  The problem will come when we
          want out!

Aramis shushes them, and leads them into another quiet
corridor.  They hear the distant bells of a church, then
suddenly they must scramble, as a platoon of guards carrying
torches troop up stairs into the corridor; the Musketeers
dart like rats into dark nooks; as the guards pass, the
Musketeers huddle, and the bells end their tolling.

                     ARAMIS
          Midnight!  We have ten minutes!

They press on, deeper into the Bastille.

INT.  PALACE - ANNE'S ROOM - NIGHT

Anne moves to the window, where she starts to kneel for her
nightly prayer; but she stops.  Outside in the garden, far
below her window, is d'Artagnan on horseback, waiting.  Their
eyes connect.  He has a single rose in his hand.  Never
taking his eyes from her, he places the rose on the stone
bench of the garden, and reins his horse away.

Then she understands what he was trying to tell her before,
in the hallway; it was goodbye.

EXT.  PALACE GARDEN - NIGHT

D'Artagnan rides away quickly, passing -- without seeing --
Lieutenant Andre, who has been watching him.

EXT.  PARIS STREETS - NIGHT

Through the night d'Artagnan gallops.  We see his destination
in the distance:  the Bastille.

EXT.  THE PALACE GATES - NIGHT

The great gates of the palace swing slowly open, and out ride
a whole platoon of young Musketeers, surrounding Louis
himself, on horseback and dressed like a soldier.

INT.  THE BASTILLE - VARIOUS SHOTS

The three Musketeers scramble down a flight of stairs,
through another corridor, down another stairway.  They pass
cells; wretched prisoners look up, but none of them is
Phillippe.  Then the Musketeers surprise a JAILER.

                     JAILER
          Hey...!

But before the man can say anything else, Porthos has crushed
him like a bug against the wall.  They rip the huge ring of
keys from the jailer's waist, and take his torch.

PHILLIPPE'S CELL

He lies on the floor; he sees the light of a torch, coming to
him like sunrise... and then he hears a voice --

                     ATHOS
          Phillippe...?

                     PHILLIPPE
          How did you --

They open the door and release him -- from the cell, but not
from the mask.  He tries to hug Athos.

They head back the way they came.

EXT.  PARIS STREETS - NIGHT

Louis and his platoon of young Musketeers ride through the
streets, scattering the paupers who sleep there.

INT.  BASTILLE - VARIOUS SHOTS - NIGHT

Back up the stairs... through one corridor... they start up
the second flight of stairs, then stop and scramble back.

                     ARAMIS
               (whispering)
          Someone's coming!

They take cover on either side of the corridor, and lift
their swords.  It's a man coming down the stairs, with a
hooded lantern... they raise their swords to strike --

                     PORTHOS
          D'Artagnan!

                     D'ARTAGNAN
          The way is blocked above.  The
          Captain of the Bastille has turned
          back from the mission I sent him on,
          and is in the courtyard with a party
          of men.

                     ATHOS
          He lies.  He is here to trap us.

                     D'ARTAGNAN
          I came to see you safely out.  Check
          for yourself.

Porthos climbs the stairs to check; D'Artagnan looks at
Phillippe, in the mask.

                     D'ARTAGNAN
          All you have suffered, I would
          gladly have borne myself, to keep it
          from you.

Athos spits on the floor, in derision.  But Porthos comes
barreling back down the stairway.

                     PORTHOS
          D'Artagnan is right, the courtyard
          is filling with soldiers!

                     D'ARTAGNAN
          This way.

He leads them quickly down a side corridor; the others have
no choice but to follow.

A SIDE CORRIDOR

D'Artagnan leads them around another corner, into a long
corridor; at the end of it is a massive door.  They reach it,
and d'Artagnan produces a set of keys marked with the royal
seal of the Musketeers; he begins unlocking the three
padlocks that secure the door.

                     D'ARTAGNAN
          Once you are through, don't stop
          until you reach the river.

                     ARAMIS
          They will know you helped us, if we
          go this way.

                     D'ARTAGNAN
          That doesn't matter now.

They open the door... and as they do they see Louis and his
platoon of young Musketeers arriving outside.

                     LOUIS
          There!  Stop them!

                     ATHOS
          Betrayed!

The young Musketeers serving the King jump from their horses
and grab for the door; but d'Artagnan leaps forward, his
sword flashing.  After a second of surprise, Athos, Aramis
and Porthos jump forward too, and there is a brief, bloody
skirmish at the door.  But the young Musketeers have
overwhelming numbers, and firearms too; protecting Phillippe,
the old Musketeers draw back inside and succeed at pulling
the door shut and latching it quickly.

                     ARAMIS
          Back the way we came!

They race back up the corridor -- the four Musketeers, and
Phillippe, in the iron mask -- and turn the corner.  They
reach another inner door, pass through it -- and see the
soldiers of the Bastille coming at them.

                     ARAMIS
          Back!

They retreat, and Porthos slams the second door.  Like all
the inner doors of the Bastille, it's heavy wood, a foot
thick, and Porthos seals it with a huger iron bar.  But
there's nowhere else to run.

                     ATHOS
          Trapped.

At the far end of the corridor, the King's young Musketeers
have the same keys to the outer door that d'Artagnan did, and
they are breaking through.  Louis and two dozen of his
personal bodyguard pour through the door.

                     LOUIS
          Charge them!

The young Musketeers obediently charge down the corridor.

Stepping up shoulder to shoulder -- Aramis, d'Artagnan,
Athos, Porthos -- the four veteran Musketeers meet the
charge, first with pistols, then with swords, a wall between
Louis' men and Phillippe.  The battle in the cramped confines
of the corridor is bloody and fierce; the young attackers can
only get a few men into the fight at any one time, and those
who step before the famous veterans are cut down.

Louis' young Musketeers retreat, to regroup.

AT LOUIS' END OF THE CORRIDOR

Louis is furious, jumping at Lieutenant Andre, who has
dragged a wounded comrade back from the fight.

                     LOUIS
          Cowards!  Twenty run from four?!

                     LIEUTENANT
          The corridor nullifies our number...
          And no one has stomach to fight the
          Captain.

Louis is disgusted by this loyalty -- and he has a solution.

                     LOUIS
          D'Artagnan!

AT THE OTHER END OF THE CORRIDOR

Louis' voice echoes down to the veteran Musketeers and
Phillippe, in the Iron Mask.

                     LOUIS' VOICE
          I am not angry with you.  I knew you
          would lead me to them, and so you
          have!  Lay down your sword, and I
          will not punish you!  I will let you
          retire in peace -- to live out your
          days in the countryside!  And I will
          give your friends a swift execution,
          if you surrender now.

The words bounce down the long corridor; then silence.
D'Artagnan stands holding his sword, staring away from his
friends, toward the King and his gang of young Musketeers.

                     ARAMIS
          D'Artagnan.  Perhaps you should
          accept his offer, for we are dead
          anyway.

                     PORTHOS
          He is right, d'Artagnan.

Athos says nothing; but when d'Artagnan looks at him, he
lowers his eyes in shame for ever having doubted d'Artagnan's
loyalty and friendship.

Phillippe speaks up, from behind the Iron Mask.

                     PHILLIPPE
          Wait.  Bargain me to Louis, for all
          your lives.  You have done your
          best.  Let me go, and let all of you
          find peace.

                     D'ARTAGNAN
          No.  Even if I could give up my
          friends, I could never give up my
          son.

This hits them like a bombshell -- and suddenly it all makes
sense; d'Artagnan's loyalty to Louis, his dogged hope that he
could somehow influence him toward goodness.  We see their
stunned faces, each in turn:  Athos, Aramis, Porthos, and
Phillippe.

                     D'ARTAGNAN
          I never had any idea you existed...
          until they found you.  And in all
          that time, I never had a moment's
          pride as a father -- until now.

D'Artagnan and Phillippe embrace, lost father to lost son.

From the heavily barred door to their rear comes a powerful
pounding; the Bastille's soldiers are trying to break it
down.  Time is running out.

Aramis looks back down the corridor toward the door to the
outside, barred now by Louis and his young guards, their long
muskets bristling like spikes; and yet that way is the only
possible hope for escape to the outside.

                     ARAMIS
          D'Artagnan... Those are young
          Musketeers down there.  They have
          been weaned on our legends.  They
          revere us -- it is an advantage.
          Why don't we charge them?

                     D'ARTAGNAN
          I trained those men myself.  They
          will stand and fight.  But if we are
          to die, let it be this way.

He draws his sword and points it into the air.  Aramis lifts
the tip of his sword to join that of d'Artagnan.  Porthos
does too... and then Athos joins them.

                     ATHOS
          One for all.  All for one.

                     PHILLIPPE
          If I could have a blade, then I
          would be please to run with you.

D'Artagnan gives Phillippe a dagger.  They look at each
other.  Then d'Artagnan begins to scream.  The others take up
the shout.  Then they step around the corner, and charge.

THE LAST CHARGE OF THE MUSKETEERS

We film it in all its glory, a visual feast:  the Last Charge
of the Musketeers.  Their capes swirl about time, their hair
flies, their legs take on new life.

At first the young Musketeers at the end of the corridor are
frozen in surprise; their youthful Lieutenant is awed by the
dashing, beautiful bravery of the thing.

                     LIEUTENANT
          Magnificent valor...

                     LOUIS
          Shoot them!  Shoot them!

Louis grabs a musket from one of the reluctant soldiers and
fires:  SSSBOOM!  With the first explosion of gunfire the
others pull their triggers; the powder in their weapons
flashes and crashes...

The musket balls fly down the hallway, sparking off the stone
walls and floor, ricocheting, punching holes through the
capes and flesh... but still the Musketeers charge like the
young men they once were -- still are, in spirit.

In the confines of the Bastille's stone corridor the noise is
deafening, and the space in front of the guards is filled
with the dense gray smoke of the gunpowder.  None of them can
see anything beyond it... and all is quiet.

                     LIEUTENANT
          Draw blades!

The King's Guards draw their swords, and wait; are all the
old Musketeers dead?

Slowly the figures emerge from the smoke -- in SLOW MOTION,
walking now, no need to run.  All are wounded, but all are
still alive.

The Four Musketeers, along with Phillippe, move slowly and
steadily toward the blades of the young Guards; a fight to
the death?  So be it.

But the young Lieutenant will have none of it; as one of his
men lifts a sword to plunge it into the chest of d'Artagnan,
the young Lieutenant bats the sword down, with his own.

                     LIEUTENANT
          Stop!

He steps forward toward d'Artagnan; but instead of thrusting
his sword he salutes with it.

His men follow suit, saluting and bowing to the courage of
these men they have grown up wanting to follow.

King Louis, for the moment, is frozen.

D'Artagnan looks back at Phillippe; he has bullet holes in
two different places at the edges of his clothes, but he is
unwounded.

Then d'Artagnan sees Louis, with his long dagger, leaping at
Phillippe.

                     D'ARTAGNAN
          NO!

D'Artagnan throws himself between the two twins and hurls
Louis backwards, then spins to Phillippe.

                     D'ARTAGNAN
          Phillippe!

                     PHILLIPPE
          I am unhurt --

Louis bounces off the wall and thrusts back again, driving
the blade into d'Artagnan's back.

D'Artagnan's face jolts; he staggers, his legs buckle.
D'Artagnan falls into the arms of his friends.

Louis stands holding his bloody dagger, everyone staring at
him:  d'Artagnan, the old Musketeers, the young ones.

                     PHILLIPPE
          You!  Vicious... evil...!

He leaps into Louis, overwhelming him in fury, wrenching the
dagger from his brother's hand and gripping his throat.

                     D'ARTAGNAN
          Phillippe...!  No... Don't... He is
          your brother!

Phillippe releases Louis, who falls, choking, gasping.
Lieutenant Andre is surprised by what he just heard.

                     LIEUTENANT
          Brother...?

Phillippe darts to d'Artagnan, being cradled by Athos; Athos
lifts a hand from d'Artagnan's back; it is drenched in blood.
D'Artagnan is dying.

Athos, Aramis, Porthos... none of them can speak.  They grip
d'Artagnan, as if through their will alone they could keep
his life from leaking away.  The young Musketeers stand
transfixed, watching their legendary Captain die.  Phillippe
sags; his voice from behind the iron mask is torn by grief.

                     PHILLIPPE
          All this time... I was a lost
          secret.  But you were hiding all
          your loyalty, all your love.  You
          were the Man in the Iron Mask.

                     ATHOS
          D'Artagnan...

                     D'ARTAGNAN
          Shhh.  All my life, this is the
          death I have wanted.  To die among
          you.  One for all... and all for...

He is gone.

Phillippe rises with a slow, terrible resolve, and moves to
Louis.  When Louis tries to rise to his feet he finds the
blade of the young Lieutenant Andre pointed at his chest.

                     LIEUTENANT
          All my life, all I ever wanted to
          be... was him.

He points to d'Artagnan.  Phillippe rips away the key that
dangles around Louis' neck.

                                                  CUT TO:

AT THE OTHER DOOR

where the soldiers of the BASTILLE'S COMMANDER are finally
breaking through; working the massive door aside they find --

THE KING with his guards, and Aramis, Athos, Porthos, along
with their prisoner, in the Iron Mask.

                     LIEUTENANT
          We have recaptured the prisoner.

                     MAN IN THE IRON MASK
          No, no!  I am your --

A blow in his chest from the Lieutenant stuns the prisoner
and drops him to his knees.  The King orders the BASTILLE
GOVERNOR --

                     KING
          You will put this madman where no
          one can hear his insanity.  Let him
          be fed by a deaf mute.  But feed him
          well, and let him have a long life
          within the Iron Mask.

                     BASTILLE GOVERNOR
          And them?

He means Aramis, Porthos, and Athos.

                     KING
          They are my loyal servants.

                     MAN IN THE IRON MASK
          No!  No...!

But the guards are dragging him to the deepest, darkest
dungeon of the Bastille.

                                             DISSOLVE TO:

EXT.  LANE OF ELMS - BESIDE THE PALACE - DAY

At the end of a lane of elms, where the markers of king's
graves stand clustered, royal workmen place a mighty marble
monument stone above the final resting place of d'Artagnan.

Athos, Aramis, Porthos, and the King -- Phillippe, known as
King Louis now -- stand gathered there, as Aramis in his
priest's garments utters the funeral incantations.  Aramis'
voice breaks as he does so.  Porthos' eyes pour out rivers of
tears.  Athos' grief is beyond weeping.

Phillippe holds the arm of his mother.  She holds the rose
d'Artagnan left her.

                     ARAMIS
          Amen.

Athos moves up between Aramis and Porthos, and links them
with his arms.

                     ATHOS
          He was the best of us all.

Aramis and Porthos move off together, to walk the lane of
elms; Athos remains by the grave, unable to leave.

Phillippe pats Anne's arm.

                     PHILLIPPE
          I will be with you in a moment,
          Mother.

She too moves down the lane of trees, touching the tip of the
rose pedals to her lips as the tears run down her face.

Phillippe moves up to Athos.

                     PHILLIPPE
          After all you have done, I must ask
          you one more service to your king.
          I have lost my father.  And you have
          lost your son.  Let me love you like
          a son to a father.  And I pray you
          live for this, to love me like your
          son.

Athos can't speak; he can only nod yes.  Phillippe moves to
join his mother, leaving Athos to take one final look down at
the grave.  Then as Athos moves off to join Aramis and
Porthos, we PAN from the name "D'ARTAGNAN" on the stone, to
the pattern chiseled beneath the name.

It is a mask, of iron.

                                                FADE OUT.


