Director James Whale's career and reputation had declined considerably by the end of the 1930s, but he was still more than enough of a highly-skilled craftsman to helm independent productions of this sort. The screenplay, as with most film adaptations of the Alexandre Dumas story, departs significantly from the book (which had enough twists and turns to fill several TV mini-series), mostly in the name of simplicity and maintaining the easy-to-identify heroism of the Musketeers. Even so, producer Edward Small didn't have the kind of money that MGM would have been able to put into a swashbuckler of this sort, but Whale had enough talent to make it look like he did. His clever and graceful camera moves (especially those dolly-shots) make the sets look twice as big and lavish as they ought to have, and his eye for characters and close-ups lends this movie a good level of emotional intensity, helped not a little bit by Louis Hayward's successful portrayal of a pair of identical (but emotionally and morally very different) twins. Joan Bennett's Infanta of Spain is not quite as central to the action as one would expect of the leading lady, but she makes the most of her scenes; and Warren William makes an excellent D'Artagnon, supported by Alan Hale, Miles Mander, and Bert Roach as the other aging Musketeers. And the action sequences are well-handled also, so that there is more than enough excitement to sustain the 110 minute running time. The picture is great fun and fine cinematic story-telling, with William's turn as D'Artagnon recalling both Douglas Fairbanks Sr. and John Barrymore at different points -- and at the risk of revealing too much, the last ride of the Musketeers makes for a suitably poignant and sentimental ending.
by Bruce Eder review