Paul W.S. Anderson fans know his films to be intense, action-packed and not exactly family friendly (see: "Death Race" or any films in the "Resident Evil" franchise). All that changes October 21, when his retelling of Alexandre Dumas' "The Three Musketeers" hits theaters.

Based on the beloved and familiar tale of adventure, intrigue and that famous "All for one and one for all" motto, the film features an ensemble cast: Logan Lerman, Christoph Waltz, Milla Jovovich, Orlando Bloom, Ray Stevenson, Matthew Macfadyen, Luke Evans, Juno Temple, James Corden and Mads Mikkelsen.

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But don't let the PG-13 rating fool you: Anderson told MTV News that what his film lacks in bloodletting, it makes up for with airships and swashbuckling. And everyone knows that anytime the word swashbuckling is involved, you're in for a good time.

MTV News: What made you want to retell this story, and how is your version different?

Paul W.S. Anderson : I'm a huge fan of "The Three Musketeers," the book I read at school. I grew up watching the Richard Lester adaptation of the novel, and I love the core story of the book, and that's pretty much what we've stayed true to: the basic story of D'Artagnan leaving Gascony, coming to Paris to seek his fortune and wanting to be a Musketeer and meeting the Musketeers. All that has stayed entirely true to the book in terms of character and narrative. The only thing we've goosed up is the action part of the movie to up the ante, considering we're making a 21st-century "Three Musketeers."

MTV: What can you tell us about those intriguing airships in the trailer?

Anderson: One of the things I found a little repetitive in the book is when the Musketeers returned from London with the diamonds, because they had to fight their way out of France to get the diamonds back and then they had to ride back, it kind of felt like a part of the book that had very little incidents because they're covering the same grounds, only less happens. I always thought that was something maybe we could add some action to, and that's where the idea for the airships came from. It's based upon the theory ... Da Vinci drew these fantastic designs of war machines. Some of these got built, a lot of which didn't, his flying machine, his tank. In addition to being a great artist, he was a great military thinker and designer of military hardware. We have this idea that in the movie one of his great inventions is kind of brought to life, that's where the airships come from. They're probably in reality, a hundred years too early, but Da Vinci was so far ahead of time we're using that to justify the intro of the airships. What that allowed me to do as a filmmaker was have some fresh, spectacular action at the tail end of the movie.

MTV: We've seen your lovely wife, Milla Jovovich, in a lot of your movies. What new sides of Milla will we see in this film?

Anderson: It was one of my attractions for making the movie. I'd always wanted to see Milla in a period film. I always felt that she would look awesome in the dresses, and she's got a kind of period face as well. I always knew that she would fit well into the 17th century. One of the big attractions to making and seeing the movie is seeing these opulent costumes and also the fact that it features M'lady De Winter, who's one of the original really bad girls in literature and bad girls in movies. Milla does quite a lot of action, but in real 17th-century dress, in the corsets and skirts flying. It's pretty exciting and unique. I've never seen anything done like that before.

MTV: We've seen that she can handle big action scenes.

Anderson: She can, but I have to say: Having to do a swordfight in a corset and a huge heavy skirt was incredibly demanding. She had to train wearing the corset while she was doing the stunt training for the film, because it altered your body weight completely. Also, the corsets are designed to look attractive rather than allow you to do action scenes. They're quite restrictive on your breathing, so some things she had to train very, very hard for, but she was insistent that she wanted to do a big action scene wearing the period costume. She was already a good martial artist, but she became an excellent swordswoman. She trained very hard to do the sword fighting. In the movie, in the trailer, even when the swords hit, there are all these sparks that come off them, and I'm sure people are going to think that was computer-generated, but the fact is those were real metal blades. ... The actors got their bruises and rapped knuckles and black eyes and bloody fingers, so I hope everyone appreciates the sword fighting, knowing that it's them doing it.

MTV: With all the fight sequences you've filmed, have you picked up any skills yourself?

Anderson: I'm not a world-class martial artist, but whenever we block a scene with the actors, I always put myself in the scene. Obviously, I'm not as flexible as Milla and my high kicks aren't as high, and I don't have as much stamina, but I'll block through the whole fight being her to show her what I want. I'll do that with every actor. I get in there whether its 17th-century pistols or machine guns if we're doing a "Resident Evil" movie. In that regard I'm kind of a method director. I would never ask an actor to do anything that I wouldn't be willing to do, whether it's walk on a really high building or fall off something. Anything I'm asking an actor to do, I would be prepared to do as well. I would do it badly, of course. That's why they're actors and getting paid all that money. It's a good thing I'm stuck behind the camera.

From "Abduction" to "Muppets, "Moneyball" to "Breaking Dawn," the MTV Movies team is delving into the hottest upcoming flicks in our 2011 Fall Movie Preview. Check back daily for exclusive clips, photos and interviews with the films' biggest stars.

Check out everything we've got on "The Three Musketeers."

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