The Three Musketeers (1948)

February 21, 2020     Updated February 17, 2022

Lana Turner is a Technicolor Goddess, Marries Husband No. 3, & Gene Kelly Sings in the Rain. It's 1948's The Three Musketeers.

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There are countless film versions of Alexandre Dumas’ captivating novel, The Three Musketeers.

The best is from 1948. 

Starring Lana Turner, Gene Kelly, Vincent Price, Van Heflin, Angela Lansbury, Gig Young, and June Allyson, it’s easy to see why.

Lana Turner’s performance as the villainous Lady de Winter is a key element to the success of 1948’s The Three Musketeers.  Not surprisingly, Lana’s life off camera around the time of production was just as enthralling as the film itself.

You can rent or purchase The Three Musketeers (1948) here on Amazon [aff. link]. 

Let’s go through the plot of the film, then we’ll go behind the scenes to the talented team that made up the Lana Turner glam squad, and Lana’s extravagant courtship, wedding, and marriage to millionaire Bob Topping.

Gene Kelly as the swashbuckling Gascon youth, D'Artagnan.

The Three Musketeers Plot

It’s France, 1625.  D’Artagnan (Gene Kelly), a swashbuckling youth from Gascony, dreams of joining the King’s Musketeers.  With a letter of recommend from his father, D’Artagnan sets off for Paris to become a musketeer.  But along the way, D’Artagnan runs into trouble when he smart mouths the entourage of the beautiful and villainous Lady de Winter (Lana Turner).  As we’ll soon find out, Milady is an enemy to avoid.

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D'Artagnan makes an enemy of the gorgeous Lady de Winter just minutes into the film.

D’Artagnan arrives in Paris, and is accepted as a cadet in the Musketeers.  But before he can enjoy his new position, D’Artagnan must survive three duels his smart aleck tongue got him into.

D’Artagnan’s three duels are with Athos, (Van Heflin), Porthos (Gig Young), and Aramis (Richard Coote), three friends who also happen to be musketeers. 

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D'Artagnan quickly befriends the three men he was set to duel. L-R: Porthos (Gig Young), Aramis (Richard Coote), D'Artagnan (Gene Kelly), and Athos (Van Heflin).

The Four Musketeers?

But D’Artagnan quickly befriends Athos, Porthos, and Aramis when, at the designated dueling location, the four men are surrounded by the men of the evil Cardinal Richelieu (Vincent Price).  Richelieu is King Louis’ (Frank Morgan) adviser, and seeks to grasp control of France from the king.  He wants to destroy Athos, Porthos, and Aramis because they are loyal to Louis.

Vincent Price as the villainous Cardinal Richelieu.

D’Artagnan, joins up with the other three musketeers, and together, the four of them successfully ward off Richelieu’s Guard with some amazing sword fighting.

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D'Artagnan can't resist an opportunity to be a smart aleck, and ends his duel with one of Richelieu's men by making his pants fall down.

The Three Musketeers Save the Queen

A little romance enters the story when D’Artagnan falls in love with Constance (June Allyson), a confidant of Queen Anne’s (Angela Lansbury). Constance returns D’Artagnan’s affections, and soon D’Artagnan and his friends are enlisted by the queen to retrieve some jewels she foolishly gifted to her lover, Britain’s Duke of Buckingham (John Sutton).  Richelieu is aware that Queen Anne gave the jewels to Buckingham, and plans to turn King Louis against not only his wife, but an alliance with Britain, by informing him of Anne’s gift to Buckingham.

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June Allyson as Constance in The Three Musketeers (1948).

D’Artagnan reaches England, and Buckingham gives him the jewels, but they discover that two of them are missing: Lady de Winter, working as Richelieu’s spy, stole two of the jewels after a romantic evening tryst with Buckingham.

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Angela Lansbury is ravishing as Queen Anne.

Buckingham’s jeweler quickly makes two replicas, and D’Artagnan speedily gets the jewels back to Queen Anne just before Richelieu’s plan succeeds.  The king remains oblivious to Anne’s dalliance, and France and Britain remain at peace.

The Cunning Lady de Winter

But now Richelieu is impressed with D’Artagnan’s skills, and plots with Lady de Winter to bring D’Artagnan to their side.  So they kidnap Constance. To discover where they’ve taken Constance, D’Artagnan begins spending time with Lady de Winter. But soon D’Artagnan falls for Milady’s spellbinding beauty and allure.  Luckily his infatuation doesn’t last long: D’Artagnan discovers that Lady de Winter bears the brand of a common criminal, and that she’s the good for nothing ex-wife of his friend Athos.

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Battle begins between France and Britain, and Richelieu sends Lady de Winter to England to assassinate Buckingham.  He gives Milady a carte blanche—basically a letter granting her full protection from the law regardless of what she does. When Milady reaches Buckingham, he’s already aware of her plan, and she is imprisoned.  Constance, now staying with Buckingham after being rescued from Richelieu, is assigned to be Milady’s jail warden.

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Lady de Winter is captured and imprisoned by Buckingham.

In Buckingham’s eyes, Constance, by virtue of being a woman, is the only one capable of resisting Lady de Winter’s feminine wiles.

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Constance and D'Artagnan find time to get married before Constance becomes Milady's jail warden.

A New Mission

Bu no one is safe from the beauty and conniving of Lady de Winter.  Milady successfully convinces Constance to bring her a knife under the pretense of wishing to end her own life.  But instead, she murders Constance and Buckingham before dashing off to Lille to inherit Athos’ family estate, a gift from Richelieu.

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From her jail cell, Milady concocts her evil plan to murder Constance and Buckingham.

D’Artagnan and Athos vow to avenge the murders of Constance and Buckingham.  They corner Lady de Winter in Lille.  Milady asks for mercy, but, wisely, Athos refuses her pleas:

“How many times have you asked for mercy and received it, and then repaid it in blood?  How may times have you taken men’s love, their pity, their aspirations, and their lives?  What has been the essence of your evil?  That you understood goodness.  We don’t forgive you, Charlotte.  We can’t.  We do not dare.”

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Athos wisely does not show Milady any mercy.

Lady de Winter is beheaded by the executioner of Lille.

Richelieu's Revenge is Thwarted

Richelieu’s men find D’Artagnan, Athos, Porthos, and Aramis in Lille shortly after Milady’s death, and take them back to Paris for punishment.

But just as Richelieu is about manipulate the death sentence for all four musketeers, D’Artagnan presents the carte blanche Richelieu gave Lady de Winter. 

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Richelieu tries to manipulate King Louis (Frank Morgan) into giving the musketeers the death sentence.

The carte blanche effectively blackmails Richelieu into sparing the lives of D’Artagnan, Athos, Porthos, and Aramis: it’s an incriminating piece of evidence that demonstrates Richelieu’s manipulations in provoking conflict between France and Britain. 

So D’Artagnan and his friends are set free, and happily leave the king’s presence with their futures decided: Aramis will become a monk, Porthos will marry a rich widow, Athos will live on his family’s estate in Lille, and D’Argagnan will begin a Musketeer mission to England.

And that’s the end of the film.

George Sidney's Vision for The Three Musketeers

In 1948’s The Three Musketeers, director George Sidney often presents Dumas’ classic novel in a tongue-in-cheek fashion. 

Even in moments of suspense, such as the sword fight scene at the beginning of the film between the musketeers and Richelieu’s men, Sidney brought great fun and humor to the screen:  Gene Kelly’s D’Artagnan literally gives Richelieu’s men a butt wag with that classic Gene Kelly ham-y smile (you know the one), even as he athletically leaps, bounds, and expertly defeats his enemies.  With such stylistic choices, George Sidney’s goal was to present The Three Musketeers as:

“a Western with costumes…I didn’t approach it as a classic.  The dueling was pure choreography and the fights are pure Western stuff.”

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Quite possibly my classy family's favorite part of the film: Gene Kelly's sassy butt wag as he fights off Richelieu's men.

And speaking of those swashbuckling sword fight sequences, Gene Kelly’s flashy moves and daring feats are most likely familiar to you, whether you’ve seen The Three Musketeers or not: his acrobatic fighting towards the end of The Three Musketeers was lifted straight from the film, and used in 1952’s Singin’ in the Rain for the dueling shots in the Lockwood and Lamont silent film, The Royal Rascal

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The filming of one of Gene Kelly's epic sword fights.

Lana Turner: MGM’s Biggest Star

By the time The Three Musketeers started filming at the beginning of 1948, Lana Turner was a huge star.  So big, in fact, that her mere presence in a film meant big box office for Lana’s studio, MGM, as well as accolades for her leading men.  According to Lana’s daughter Cheryl [aff. link]:

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Lana and Gene behind the scenes of The Three Musketeers (1948).

“Mother was lucky to have some of the best leading men in the business, and her co-stars felt even luckier to have her. When a national poll of box-office attractions gave top-ten rankings to Clark Gable, Spencer Tracy, and Van Heflin, with Mother number one on the list, the men took out an ad in the trades thanking her.  All three of them had been her recent co-stars.”

The ad Lana’s leading men took out to thank her read:

“Lana, Thanks a million.  Love Clark, Spence, and Van.”

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Lana between scenes on the set of The Three Musketeers (1948). Her costumes were, understandably, incredibly hot and heavy. So Lana wore this outfit off camera.

An Insulting Offer

Based on the money and prestige Lana consistently brought her studio and co-stars, you can imagine her disappointment to discover, after reading The Three Musketeers script, that her assigned role of Lady de Winter was embarrassingly small [aff. link]:

“I went straight to Mr. Mayer and refused the part…

So now, for the first time ever, the studio suspended me.  There were meetings and negotiations; they rewrote the script to give me more to do, and finally I agreed to make the picture.”

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Despite the rocky start to negotiations, The Three Musketeers ended up being a career highlight for Lana [aff. link]:

“Am I glad I did [make the film]!  I enjoyed the filming enormously. George Sidney flavored the story with humor and comic swordplay.  He had Gene Kelly leaping all over the place.  It was my first picture in Technicolor and my first chance to play a truly villainous lady.”

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Lana held her own along side the seasoned character actor, Vincent Price.

Lana Holds Her Own in The Three Musketeers

Lana was thrilled at her chance to play “a truly villainous lady.”  Even alongside the seasoned character actor, Vincent Price, playing Cardinal Richelieu in the film, Lana holds her own.

According to Lana’s daughter Cheryl, Vincent Price became one of her mother’s most “favorite people in the world” after the experience of filming The Three Musketeers.  Vincent’s villainous charisma in the movie inspired Lana to work even harder on her own characterization of Lady de Winter:

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“I had been playing Milady straight, but Vincent was stealing every scene.  I studied him, and it challenged me, and I began to try things I never knew I could do.  I found my own little touches—a certain sly look, the flap of a glove, a tilt of the head.  I began to stylize the role….They were things I’d never been allowed to do before, things that were not in the pages of the script.”

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Lana and Vincent prepare to film a scene in The Three Musketeers (1948).

Lana's Big Scene in The Three Musketeers

Lana is particularly effective in her imprisonment scene with June Allyson’s Constance as her warden.  Lana’s flashing eyes and conniving pleas for a knife to end her life so blurred the line between reality and acting that she terrified June Allyson.  As June complimentarily wrote of Lana’s performance in her autobiography[aff. link],

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Lana "terrified" June Allyson in the prison scenes.

“Lana did the scene without makeup, and she built so beautifully to the point where she is crying real tears that she had me mesmerized.  If it had been for real, I would have given her the knife.  That’s the kind of actress Lana was.”

Everything about Lana's look in The Three Musketeers was flawless. MGM's hair, make-up, and costume departments worked together to create Lana's luscious Technicolor look.

A Woman of Fashion

At one point in the film, Cardinal Richelieu asks Lady de Winter:

“Can there be anybody more trustworthy, milady, than an ambitious woman of fashion…?”

Richelieu’s line could have been directed at Lana herself, for she is certainly a woman of fashion in The Three Musketeers.  As Lana’s first Technicolor film (excluding her cameo in Du Barry was a Lady (1943)), MGM knew how important it was to get her look just right.  And in this, the Lana Turner Glam Squad more than succeeded.  

Walter Plunkett, the renowned costumer responsible for the showstopping wardrobes in such classics as Gone with the Wind (1939) and Seven Brides for Seven Brothers (1954), lavishly costumed Lana in gorgeous jewel tones for The Three Musketeers.  Delicate gems were even woven through Lana’s hair to add further pops of color, and show Lana’s beauty to full Technicolor advantage. 

Lana is absolutely stunning in jewel-tone colors throughout the film.

Lana’s make-up man, Del Armstong, was also one of her dearest friends.  The two enjoyed experimenting with makeup for the Technicolor lens.  Lady de Winter was to have a beauty mark near her chin, and if you watch closely, you’ll see that beauty mark change places on Lana’s face throughout the film.  Del and Lana even played around with different beauty mark shapes, from moons to hearts and stars.  Lana said in her autobiography [aff. link] that she lamented for

“The poor script girl.  She had to make sure the details were the same in every shot.  I know we drove her crazy.”

Watch the Traveling Mole!

Here the mole sits just above Lana's right cheek bone...
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Now the mole is at the left corner of Lana's mouth. Also note the delicate jewels woven through Lana's hair on her left side. The MGM team thought of everything.

A Technicolor Goddess

All the experimentation led to excellent results.  Lana is a Technicolor dream to behold in The Three Musketeers, from the moment we first see her onscreen.  As author Jeanine Basinger described Lana’s look in the film:

“She was unreal.  A proper goddess.”

Lana with Tyrone Power, the great heartbreak of her life. Lana felt Ty was one of the few men who cared enough to look beyond her physical appearance and see her soul.

The One That Got Away: Tyrone Power

In 1947, Lana’s romance with the man she would forever view as the great love of her life ended.

That man was Tyrone Power.

Lana and Ty dated for about a year and a half.  But marriage, to Lana’s great heartbreak, was not in their future. Tyrone dumped her before literally flying off to marry another woman…

Bob Topping: A Love That Grew

Enter millionaire Bob Topping, a kind man who eventually earned Lana’s love through his sweetness to Lana’s daughter Cheryl, and his consistent, patient wooing of Lana, complete with always thoughtful—and usually extravagant—gifts.  Lana also appreciated that with Bob, she could be herself:

Lana with husband number three, tin plate millionaire Bob Topping.

“With Bob I felt I could be myself, not just the glamorous image that my roles portrayed and the studio worked to enhance.”

Bob proposed to Lana by dropping a fifteen-carat marquise diamond ring into her martini glass.  And she accepted.

The Toppings, just married!

A Proper Wedding

Lana married Bob Topping on April 26, 1948, a mere three weeks after filming wrapped on The Three Musketeers.  Since Lana’s previous two (or three if you count Stephen Crane twice…) marriages had been quick, unceremonious affairs, she wanted her marriage to Bob to be more traditional [aff. link]:

“This time I wanted a traditional wedding gown, flowers, a reception, and a perfect honeymoon.  A beautiful celebration, with our good friends present.”

And if you exclude the intrusion of the press, that’s just what Lana got.

The wedding was held at Billy Wilkerson’s huge Bel-Air home (yes, the same Billy Wilkerson who discovered Lana sipping a Coke and started her film career in 1937.)  As Cheryl Crane remembered the opulence of the wedding [aff. link]:

“The decorations at the reception were decidedly over the top.  The guests were heady from the overwhelming odor of bands of flowers. Huge ice sculpture doubles for the bride and groom stood on a pedestal, locked in an embrace.  I was most attracted to an immense buffet table on which was arranged a miniature European village fashioned out of food.”

Lana wore a gorgeous champagne silk gown overlaid with Alençon lace of the same color, designed by Don Loper.

The wedding was indicative of the decadence, extravagant world traveling, and high living that would define the Turner/Topping marriage.  Though the marriage ultimately ended in divorce in 1952, there’s no denying that Lana and Bob enjoyed living the good life together, at least for a time.

Lana sits poolside at The Biltmore Resort's Coral Casino in Santa Barbara, California, 1951.

My Hometown Connection to Lana Turner

Lana’s marriage to Bob has a hometown connection for me: in 1951, Bob, Lana, and Cheryl went on a family vacation to Santa Barbara, and stayed at the luxurious Biltmore Resort.

A sweet pic of Lana and Cheryl at The Biltmore, 1951.
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Lana and Cheryl enjoy some snacks by the Coral Casino Pool.

The family vacation the Toppings took to the Biltmore is well documented, with happy pics of Lana sitting poolside at the Coral Casino, or sharing a snack with Cheryl on the hotel grounds.  It’s exciting to see photos of Lana, enjoying this beautiful hotel 70 years ago, that I love visiting today.

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Lana and Cheryl stop for a snack before going fishing.

Next Week: My Lana Turner Fashion Tribute

And that’s it for The Three Musketeers.

Join me next week as I share my own collection of Lana Turner owned items in my fashion tribute to this great star.

Lana looking stylish at The Biltmore's Coral Casino Pool, 1951.

This Post Has 4 Comments

  1. Ken

    I agree..this Three Musketeers movie the best…..Gene Kelly made for a great D’Artagnan with a number of very lovely ladies in the cast. The first sword fight scene that culminates with D’Artagnan’s adversary losing his pants and into the pond was filmed at the old Busch Gardens in Pasadena. Sadly…long gone and turned into a housing complex from what I learned.

    1. Shannon

      Hi Ken! So happy to find another fan of this, the BEST, film version of The Three Musketeers! 😃. Wow that is such a fascinating behind-the-scenes-fact! What a shame that the old Busch Gardens are now a housing complex, another piece of Hollywood history gone. Thanks so much for reading Ken, hope you have a great weekend!

  2. Ken

    I came to understand that June Allyson was not at all pleased with this movie or something about it. Any insight as to why?

    1. Shannon

      Hi Ken,

      Great question! It’s true that June Allyson was not excited to star in The Three Musketeers. June was convinced that she couldn’t pull off the period costumes. So much so that she asked LB Mayer to re-cast the role of Constance. But Mayer said no, and I think it was a wise choice. Though June did typically exude a more modern vibe (even down to her husky voice), she does great in The Three Musketeers. And she’s a knockout in those period costumes she was so worried about!

      Ultimately, it’s my impression that June enjoyed working on the film (had nothing but nice things to say about Lana, and Gene Kelly was an old friend), she just wasn’t initially confident that she was a good fit for this period production. But as June herself admitted, the box office showed otherwise.

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