Tyrone and Pablo are the Two Musketeers. Musketeers are full of style, grace, have impeccable manners and can make beautiful balloon animals. They fight against the Empress, whose guards pursue them. A masked lady joins with them in the hopes of becoming the third Musketeer, but Tyrone and Pablo refuse. Later, they are captured by the guards and thrown into the palace prison, where it's up to the masked lady to break them out. Can she help them escape the jail and become the third Musketeer? And just who is she behind that mask?
Pablo and Tyrone are in the backyard wearing black hats. They introduce themselves to the viewer as the two musketeers. They explain what they do while singing It's Great to Be a Musketeer. They make balloon animals as the backyard transforms into a French land filled with poppy trees.
The two boys walk until they see the Empress' guards. The guards are trying to arrest the musketeers because they dislike the Empress. The guards fight the two with balloon swords. Then a masked figure attacks the guards with another sword. The trio of outlaws hide as the guards realize that they have gone. Austin the guard shouts that he thinks it is amazing but Uniqua stops him because he should not be happy about the musketeers.
The two musketeers question the masked lady about who she is and where she is from. The masked being does not tell. Instead, she tells them that everything is a secret. She then asks if she can be the third musketeer. The boys do not accept and argue with her while singing Number Three. The guards find them again.
The masked lady challenges the two guards to a duel of manners, since her manners are good. They fight until the guards close their eyes and bow. The musketeers find a windmill and go to the top of it. The guards think that they won the battle until they see that no one is in front of them. Austin shouts that he thinks it is amazing again, but Uniqua stops him.
The two boys talk about how the Empress is mean, and the masked lady overhears them. She asks why they dislike the Empress so much, and the boys say childish rotten things about the Empress while singing We Don't Care For The Empress. The boys then confess and tell the masked being that they dislike the Empress because she has a hot air balloon and they do not have one of their own. The masked girl offers them a deal: if they let her be a musketeer, she will dislike the Empress as well.
The boys do not accept the offer. The masked lady is now depressed and leaves the musketeers. The boys jump off of the windmill and are spotted by the guards again. Pablo and Tyrone realize they should of allowed the masked girl to be a musketeer as the guards handcuff them and Austin apologizes to the musketeers for bringing them to prison. Uniqua gives him a dirty look and Austin corrects himself by laughing at them.
Pablo and Tyrone are brought to the third floor of the Empress' palace, containing a large jail cell. They are thrown into the cell. Uniqua and Austin sing In the Name of the Empress and walk off into the palace laughing. The mysterious masked lady returns with the key to the jail cell. She unlocks the cell and brings Pablo and Tyrone out. The three run to the door to escape, but they are caught by the guards Uniqua and Austin.
Tasha takes a red balloon and shapes it like a wild poodle. She pretends to be afraid of the wild poodle in the room, causing Uniqua and Austin to look at the poodle while the musketeers and the lady escape out the door. Uniqua has realized that the poodle is not real. She also sees that the prisoners have escaped along with the masked lady. Austin tells her that it is amazing, but Uniqua makes him correct himself again.
The guards dash outside to find the musketeers and the mysterious lady riding away in the Empress' hot air balloon. Pablo and Tyrone thank the lady for rescuing them and reward her by telling her that she is now a musketeer. The lady thanks the boys until she finds out that the guards are pulling the balloon down to the ground with a rope hanging from it. The five characters are gathered. Uniqua and Austin are about to arrest the three musketeers until the lady removes her mask and shows everyone that she is Empress Tasha.
The others are petrified. Pablo tells Tasha that he does not dislike the Empress any longer, and Tyrone does as well. They apologize for saying bad things about her and sing a reprise of It's Great to Be a Musketeer. Uniqua's stomach growls. Pablo invites the others to his house for a snack. Tasha tells her friends that they shall eat cake. The French countryside transforms back into the backyard as the five sing the end song. They then head to Pablo's house. Pablo, Tyrone, and Tasha open the previously closed door and shout "One! Two! Three! Three musketeers!".