Guest Stars: John Rhys-Davies, Rene Auberjonois, Christopher Heyerdahl
Screenplay by Gavin Scott
Edited by Yvann Thibaudeau
Directed by Mark Roper

Location of Aurora: Paris, then England

As Richelieu greets Rebecca, who has been mistaken for a Madame D'Urfé, he explains that he knows she is an artist at what she does and asks if she has the poison, making it clear to Rebecca that the woman she has been mistaken for is an assassin. Meanwhile, Jules and Phileas are accosted on the street by a swordsman, who demands to know what they know of  Richelieu's plans. He assumes, because he saw them with Rebecca, whom he also identified as Madame D'Urfé, that they are in league with Richelieu. They explain otherwise and the swordsman introduces himself as D'Artagnan and offers to help them rescue Rebecca from the Cardinal's clutches. D'Artagnan is fairly certain that Richelieu means to harm the young king before he can take complete control of the throne, and the three discuss what the cardinal's plans might be. Phileas has an insight, thinking of the fate of Goodes, that the intent is to have Madame D'Urfé, a courtesan who is suppose to "entertain" the king that night,  poison the monarch.

D'Artagnan brings Jules up to date on his famous companions, the Three Musketeers. Athos is dead of a broken heart, Aramis has become a priest, and Porthos is still drinking and whoring in Paris. They decide to try to reunite the remaining musketeers in order to rescue Rebecca and foil Richelieu's plans to harm the King.

Richelieu sends Rebecca in a coach for her night with the King, just as the real Madame D'Urfé arrives at the Cardinal's palace. After unraveling the mystery of the two Madame D'Urfé's, Richelieu realizes that Rebecca knows enough to warn the King, so he must alter his plans. He decides to show the King the body of the real Madame D'Urfé and claim that there is a conspiracy afoot. After explaining this plan to the courtesan, he promptly stabs her to death. 

D'Artagnan, accompanied by Jules and Phileas, find Porthos and convince him to join them on their venture. When they discover that Porthos looks just like Dumas. Jules realizes that they are actually in some sort of parallel time, not just in the past. The rescuers then find Aramis at church, hearing confessions, and persuade him to join them. 

Meanwhile, Passepartout is going a little crazy trying to figure out how the Phoenix works as he is swept backwards and forwards in time.

The musketeers, Phileas, and Jules capture one of the cardinal's henchmen and learn that Richelieu has killed Madame D'Urfé. There is some confusion as to who was killed, but Phileas reassures himself and Jules that Rebecca is not dead, because, he explains, he would feel it if she were.  They realize that Rebecca must be rescued before the cardinal can get to her.

Rebecca meets the king in his rooms and is surprised that he is a double for Jules. The king is certainly ready for her and starts nuzzling Rebecca, who is trying in vain to warn the single-minded king of what is about to occur. But Louis won't listen, and soon they are in a wrestling match. Things get a bit physical and Rebecca inadvertently knocks him out.

The musketeers, Phileas, and Jules enter the castle by a hidden passage. Meanwhile, the Cardinal arrives at the King's rooms and orders Rebecca be taken to the dungeons. He takes Louis away with him at sword point. Rebecca escapes in the passages near the dungeons, then is held at knife point by another guard, and finally is rescued by Phileas. Introductions are made and the group head on to rescue the King.

Passepartout, at last, reaches a level of insight and realizes what he must do to control the Phoenix.

The heroes reach the palace yard just in time to prevent the king from being hanged. A giant swordfight ensues, with everyone joining in. When the Cardinal comes face to face with Phileas at last, he pauses and exclaims "By god, what a handsome devil". The heroes are getting an upper hand just as the Phoenix reappears. The real inhabitants of 1620 freeze in time, while Jules, Rebecca, and Phileas join Passepartout in the Phoenix, but not before Rebecca plants a kiss on Louis.

Back in Paris, Jules leaves a valuable gift for his friend Dumas, Richelieu's jewel-encrusted cross, and then it's  back to England aboard the Aurora. Passepartout tries, with no success, to remember what he had learned about parallel time and the physics of time and space. Rebecca reminds Phileas that they have to deal with Cavois, now that the code is broken. Phileas says that he will deal with him, because it has become a matter of honor between him and Cavois. Sometime later after they arrive home, Phileas receives a message inviting him to join Cavois so that their confrontation may be played out. Phileas' answer is yes and then tells Passepartout that he is not to say a word about this engagement. The game is Russian roulette, to be played until such time as one of them dies or one of them cracks. Phileas is quite cool, while Passepartout waits nervously outside the room. The challenge goes for several exchanges, but at last Cavois cracks and, shaken and broken,  puts the gun down. Phileas picks it up and says, "To play this game, Cavois, you must not care a jot about death". He pulls the trigger three times as the gun is pointed at his own head, then fires towards Cavois and a bullet is released. Passepartout winces as he hears the gunshot and  watches in worry as Cavois leaves the room. When he looks in, he finds Phileas shaken, but successful, and sees the bullet hole left by the bullet Phileas had fired as a near miss towards Cavois.

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