Paul W.S. Anderson's 3-D version of THE THREE MUSKETEERS has begun filling out its cast, reports HEAT VISION.

Logan Lerman (PERCY JACKSON & THE OLYMPIANS: THE LIGHTNING THIEF) is in talks to take the lead role of D’Artagnan, who teams with three disgrace musketeers to fight the corrupt Cardinal Richelieu, which will be played by Oscar-winner Christoph Waltz.

The musketeers will be Ray Stevenson (THE BOOK OF ELI), Luke Evans (CLASH OF THE TITANS) and Matthew Macfadyen (ROBIN HOOD). Mads Mikkelsen will play Rochefort and Milla Jovovich has taken the role of musketeer Athos' former lover, Milady de Winter. Orlando Bloom is also circling the role of the Duke of Buckingham.

Anderson and Andrew Davies penned the screenplay. Anderson is also producing with Impact Pictures’ Jeremy Bolt and Constantin Film’s Robert Kulzer. Summit holds distribution rights.

Production will start shooting in September with the hopes of beating Warner Bros.' Doug Liman-directed THREE MUSKETEERS project to theaters.