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Son music fills France as the Two Musketeers, Pablo and Tyrone, escape the clutches of the Empress and receive help from a stranger who also wants to be a musketeer.
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". During the song, Pablo pulls out a locket with a picture of the French empress inside. The two reveal that they greatly dislike the empress. They make balloon animals as the backyard transforms into a French land filled with poppy trees.
The two boys walk until they see two guards (Uniqua and Austin) who work for the empress. The guards try to arrest the musketeers because they are against the empress. The guards fight the two with balloon swords until a masked figure attacks the guards. The musketeers and the masked figure hide as the guards realize that the musketeers have disappeared. Uniqua and Austin mount their horses to search for the fugitives.
The two musketeers question the masked lady, asking who she is and where she is from. The masked being does not tell. Instead, she tells them that everything about herself 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". After finishing their song, the two musketeers walk off. Pablo tells Tyrone a rude joke about the empress. The two laugh until they are caught by the empress' guards, who try to arrest them again.
The musketeers fight against the guards until the masked lady challenges the two guards to a duel of manners. The three fight until the guards close their eyes and bow. While the guards have their eyes shut, the three criminals hide on top of a windmill. The guards soon figure out that they have been tricked. Austin remarks that he finds the musketeers' escape amazing.
The two boys make fun of the guards and their employer (the empress). The masked lady overhears them and asks why they dislike the empress so much. The boys reply by making rotten, untrue statements about the empress in the song "We Don't Care for the Empress". While singing, the boys 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 side against the empress as well.
The boys do not accept her offer. The masked lady, now depressed, leaves the musketeers. The boys jump off of the windmill and are spotted by the guards again. As the guards handcuff them, Pablo and Tyrone regret not allowing the masked girl to join their team. Austin apologizes to the musketeers for bringing them to prison. Uniqua gives him a dirty look and Austin corrects himself by laughing at the musketeers.
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 frees Pablo and Tyrone. The three run to the door to escape, but they are caught by the guards Uniqua and Austin. The guards draw their swords and ask the prisoners how they managed to escape.
The masked lady takes a red balloon and shapes it into a "wild" poodle. She pretends to be afraid of the dog, distracting Uniqua and Austin while the musketeers and the lady escape out the door. The guards poke the balloon poodle with their swords until they realize that the poodle is not real. Uniqua smiles and says, "Very clever, musketeers...but you cannot fool us so easily." She turns around to see the three outlaws escaping through a door and realizes that she and Austin have been fooled 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 with a rope. Once the balloon is on the ground, Uniqua notes that the empress will be pleased once the musketeers are jailed. The masked figure tells Uniqua, "Oh, she's pleased alright." An offended Uniqua asks the lady, "How dare you say what pleases the empress?", prompting the masked musketeer to remove her mask and reveal that she is Empress Tasha.
The guards bow in front of the empress. Pablo and Tyrone are shocked and apologize for disrespecting Tasha, leading into a reprise of "It's Great to Be a Musketeer". Uniqua's stomach growls and 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!".