directed by Stephen Herek; screenplay by David Loughery; starring kiefer Sutherland, Charlie Sheen, Chris O'Donnell, Oliver Platt, Tim Curry and Rebecca De Mornay; Walt Disney Pictures; Rated PG

Fervent, foreboding music and feverish operatic voices accompany the progress of a black gondola, adorned with the head of dragon. It weaves though a dark network of water-bound caves, and soon we behold a dungeon--thousands of hands reaching out from behind iron gridding--and a hulk-sized executioner with a burnt head a la Freddy Kruger.

The opening of "The Three Musketeers" almost demands the exclamation, "Now this is gonna be a great movie!"

But alas, it isn't.

It's an offensive, cleavage-shot movie that lauds the Musketeers as they vie one another in a "wenching" competition, and as one (D'Artagnan) impregnates a maiden and leaves her.

It's an unfair movie, in which the Musketeers can senselessly kill as many people as they want to, and then tell a murderess that she must die for her crimes.

It's a boring movie, since every evil-looking character can quickly be dubbed a "goner." Why wait two hours to see it happen? The dialogue is almost nonexistent, unless witless one-liners count. For instance, a fair young maiden says to Aramis (Charlie Sheen) during a rather carnal Bible lesson: "When you started talking bout original sin, I lost control and became impassioned." Ha ha ha.

It's an anachronistic movie: how, for example, do the Musketeers have high-speed "shootouts" with their circa 1625 pistols? Why does Queen Anne (Gabrielle Anwar), in a time when paleness signified aristocratic beauty, have such a golden tan? And no 17th-century lady would have bangs, or wear black eyeliner all around her eyes as does Rebecca De Mornay.

And speaking of De Mornay, "The Three Musketeers" is also a badly-acted movie, where some actors insist on speaking in a vaguely English accent (even though the movie takes place in France), and others commit blatant Americanisms. As D'Artagnan, for instance, Chris O'Donnell (who looks absolutely idiotic with long curly hair) introduces himself as "Dartaynian," and is constantly awing us with his eloquence--behold lines such as "my rear is killin' me." Most of the time, I found that I was actually embarrassed for the actors: De Mornay, so believably evil in "The Hand That Rocks the Cradle," for some reason makes us feel like we are watching her rehearse her "Musketeer" lines for the first time (and may be we are!). As she holds a knife in her hand at waist height, she melodramatically purrs to Richelieu, "With a flick of my wrist I could change your religion." And we don't laugh. Poor Rebecca.

Only two thespians save this horrible script. As Cardinal Richelieu, Tim Curry actually pulls off his lines sometimes. When he orders to death a poor man, guilty of stealing to feed his family, his reasoning of "One less mouth to feed" does send shivers down one's spine. And as Porthos, Oliver Platt is so infectuously jolly and impish in places that we cannot help but giggle at idiotic exchanges such as:

"Champagne?"

"We're in the middle of a chase, Porthos."

"You're right....something red?"

Really, the most striking feature about this film is its uncanny resemblance to the "Young Guns" series. Consider the parallels: Charlie Sheen, Kiefer Sutherland and friends are bad boys on horse with semi-noble causes, murdering profusely to get what they want, and grinning the whole time so as to enchant the ladies both of the screen and the audience (at one point, I heard a lass Behind me gush, "Ommigod! She gets to kiss Charlie Sheeeen!"). Yet I must commend director Stephen Herek for being so economical. It's always good to see another saved-from-the-executioner-at-the-last-minute I> scene or to see Kiefer Sutherland once again with his back against a tree in a one-against-20 gunfight (this is his third time doing it, and he just keeps getting better). Indeed, there were moments, when four muscular men with determined faces were pictured galloping across the countryside, squinting and gritting ther teeth with determination, when I just wanted to stand up and lament, "Where oh where, at a time like this, is the Bon Jovi musical accompaniment?" J.B.J. did such a good job with the Tex-mex sound, I'm sure he could pull off an inspired 17th century France ballad.

And while I'm on the subject of the "Young Guns" series, I'd be surprised if there wasn't a sequel to "The Three Musketeers." I think producers Joe Roth and Roger Birnbaum picked this story with the fact in mind that Dumas wrote Twenty Years After and The Viscount of Bragellone to continue the Musketeer saga. But I'm sure that Roth and Birnbaum will change the former to Five Years After, a 40-year-old Musketeer couldn't possibly be cute.

But I've trashed this movie enough: it does have its redeeming qualities. This is a Disney flick; it's aimed at a Disney crowd, not at snobs like me. Anyone under the age of 16 is sure to enjoy it. Take a younger sibling; or, send your immature roommate! And if you're in the mood for action and adventure and a little history, disregard my criticisms. The horse-powered chase scenes are simply smashing; and the requisite grand explosion, where a burning carriage collides with barrels of gunpowder, is highly gratifying. There are even some clever cinematic moments, such as when the camera views the Cardinal through a bullet hole in the forehead of a painting of King Louis XIII. Finally, we must give credit to the effort put into scenery and sets: a great deal of "The Three Musketeers" was filmed on location, so you'll at least enjoy a few darn good views of castles and ruins.