So let’s get the joke out of the way first: When I saw the trailer for The Three Musketeers (2011) several months ago, I made a squee noise and turned to my husband, saying through my hyperventilation, “It’s a remake of The Three Musketeers – WITH A BLIMP!” Without missing a beat, he replied, “So what’s new about that? The last two had blimps as well: Oliver Platt and Gerard Depardieu.” (Wow – that was really mean... and hilarious!)

Turns out that mean and hilarious are two terms that may apply to the films in question. (I say films as there are two movie going experiences here – The 3D version and standard viewing – I saw both, and it’s really all about your preference and wallet. I don’t think the 3D was worth the headache or the up-charge, but your mileage may vary.)

Some may say that what filmmaker Paul W. S. Anderson did to the story would have Alexandre Dumas rolling in his grave, but the adventures of the Musketeers – having been told every ten years or so for the last half century – really need to have a twist or two to keep it worth telling. I’m willing to be in on the joke with the director and actors; I’m willing to set aside my disbelief that a di Vinci inspired airship could have waged war over France a century and a half before the Montgolfier brothers even experimented with their first balloon. Fine, I’ll play along – just keep passing the popcorn and the eye candy.

Please allow me to digress for a moment and report on who surrounded me in the theater on opening night: a lot of crows feet and dyed hair. The full theater was populated almost exclusively by middle aged couples. Not the usual target audience for a $75 million dollar film. Most of these folks have seen more than one remake of The Three Musketeers. Most of these folks, like me, don’t care for the 3D, and are more interested in the old and broke-down musketeers, as we are old enough to the mother or father of the new hotness D’Artagnan.

That’s what makes this a fantastic date movie: there is a flavor for just about taste: Ray Stevenson’s Porthos – as usual – looks worth the climb as he fliply grins through the pious musings of the dapper Luke Evans as Aramis. My favorite – Matthew Macfadyen as Athos, who I have loved since Pride and Prejudice. Macfadyen caries his sensitive, soulful self through Milady’s betrayal and makes the movie with the line, “Fight for love. The future of France will take care of itself.” Macfadyen’s genuine smiles from the mud of despair offset the campy, over the top I’m-bad-for-the-sake-of-being-bad Orlando Bloom as the Duke of Buckingham. Where Bloom is phoning in the evil, Christoph Waltz’s Cardinal Richelieu is delightfully patient and conniving. Between this role and his portrayal of a Jew hunting Nazi officer in the Inglourious Basterds, I fear that romantic comedy is right out for his immediate future. Finally, Percy Jackson star Logan Lerman is all grown up as D’Artagnan and the young actor holds his own with the seasoned older and wiser thespians, which gives me hope (Now, kid, get off of my lawn!)

As for the fellas – you get your choice of blonds: the perky Queen Anne (Juno Temple), the haughty Constance (Gabriella Wilde) or the triple-crossing Milla Jovovich as Milady – who I think deserves better in this film. She was overtly sexy, smart, strong and fabulous. Too bad most of her scenes ended with a shrug. She was totally in on the joke, she helped the joke along, and if she had a moustache to twirl, she would have twirled it better than Bloom and Waltz put together.

And that’s what’s great about The Three Musketeers (2011) – it looks at this classic story and subverts it with our modern notions and tastes. I kept thinking “No one would fall for that trick” and “That gadget would NEVER work,” and “Why aren’t these people FREAKING –OUT about these flying ships?” The whole movie was totally improbable, but, then again, who would have believed that Clueless, a reworking of Jane Austin’s Emma set in Beverly Hills, would be better than the original and spawn a whole television series? David Tennant as Hamlet in a tuxedo or 10 Things I Hate About You? The BBC’s latest version of Sherlock Holmes? We live in an age that loves the mash-up and homage: Mr. Darcy Vampire Hunter to Android Karninina, and the rest of the collection over at Quark Classic Books. Why not play with the bones of Alexandre Dumas and turn his dinosaur into a mechanical giraffe? I like the view from up here – even if it’s a total farce.

Which is really what Steampunk is all about. It’s not the airships that punk this tale out, it’s the joyful subversion of an international classic. It’s the tongue-in-cheek nod to all things modern and exciting and the enthralled detail to all things brass and shiny. It’s the costumes, stupid, and how we all want to make them, and wear them, and look as hot as Milla.

This remake of The Three Musketeers raises the bar for the next generation. My spouse and I had fun for a time casting the next remake 10 years from now, which is a fun game I encourage everyone to play, so I won’t give you all of our selected actors – save this: I want to see Samuel L. Jackson cast as Porthos – complete with an elegant rapier blade etched with the words Bad Mother Fu@%er. It’s the only way to one up TTM2011.

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