After spending twenty years in prison, outlaw Willie Nelson gathers together his old gang, including brother Dub Taylor and Royal Dano, before returning to his old preoccupation with robbing a Texas train. Meanwhile retired Texas Ranger Richard Widmark gets his boys back together in order to capture them. They both end up tangling with a young gang, led by Shaun Cassidy.A second, much belated sequel to the classic TV movie The Over The Hill Gang, this has Widmark, Chuck Conners, Jack Elam, and Stuart Whitman slipping into the roles previously held by Pat O'Brien, Walter Brennan, Edger Buchanan, and Chill Wills respectively, with Elam appearing as different characters in both films.Well written, produced and directed by the great Burt Kennedy, this is reminiscent of his work on The War Wagon and The Train Robbers, all three being glib, fast-paced, and entertaining light-hearted western adventures, although this isn't as good as the other two.Once Upon A Texas Train has a great cast of old-timers (mostly dead now), with nice cameos by Harry Carey Jr. and an especially frail-looking Hank Worden.

"The Train Robbers" writer & director Burt Kennedy is responsible for a couple of classic westerns, but his rugged looking made-for-television oater "Once Upon A Texas Train" is no classic. Okay, Kennedy hasn't lost his knack for writing catchy dialogue and there are several helping of quotable dialogue, but this sagebrusher is strictly a second-rate saga that not even his all-star oldster cast cannot salvage. Willie Nelson is cast as convicted train robber John Henry Lee and Richard Widmark plays opposite him as Texas Ranger Captain Owen Hayes. John Henry Lee receives a pardon twenty years after he tried to rob the eponymous Texas train and he has spent those twenty years figuring out where his gang and he took the wrong turn. Kennedy opens this western with long shots of the Texas train pulling into a depot where a brief gunfight ensues as John Henry and his men surrender. Although "Once Upon A Texas" starts out well, this 96-minute melodrama ends inconclusively. Kennedy leaves it wide open as to what course of action that John Henry will take. Aside from the leathery tough dialogue that intertwines metaphors with philosophy, there is little to look forward to in his western. Indeed, it is great to see old timers like Chuck Connors, Jack Elam, Ken Curtis, Dub Taylor, Stuart Whitman, Royal Dano, and Hank Worden in another dustraiser. The western town exteriors in Mescal, Arizona, and location shooting around Old Tucson give this western a rugged look that lenser Ken Lamkin of "Big Bad John" gives it.After Captain Hayes arrests John Henry Lee and sends him to prison, "Once Upon A Texas Train" leaps forward twenty years into the future. John Henry Lee (a long-haired Willie Nelson of "The Electric Cowboy") leaves prison and catches a ride in a wagon driven by his brother Charlie Lee (Dub Taylor of "Bandolero!") and they head off to Del Rio. No sooner do they reach Del Rio than John Henry blows the front off the local bank and skedaddles with $20-thousand in two sacks. Naturally, Captain Hayes (Richard Widmark of "The Law and Jake Wade") is furious because he thought that John Henry would go straight. Hayes recruits a posse of his old time pals, among them ace tracker Jason Fitch (Jack Elam of "Support Your Local Gunfighter"), Nash Crawford (Chuck Connors of "The Deserter"), and George Asque (Stuart Whitman of "Rio Conchos"), to ride with him. Meanwhile, John Henry has assembled several hombres, among them Kelly Sutton (Ken Curtis of "Gunsmoke"), explosives expert Nitro Jones (Royal Dano of "Gunpoint"), and Fargo Parker (Gene Evans of "The Steel Helmet") to help him rob the Texas train. John Henry is confident that everything will work out until he learns that the Texas Train is no longer trundling down the railroad that he remembered from yesteryear.A gang of young guns led by Cotton (Shaun Cassidy) get the drop on John Henry and company and disarm them and take them prisoner. They escort the old bad guys to a ghost town where Captain Hayes catches up with them and a brief gunfight erupts. Secretly, John Henry has a stick of dynamite that he threatens to heave into a burning stove if Cotton doesn't let them go. Reluctantly, Cotton and his gunmen surrender their guns and John Henry and company cross the street and meet Hayes and his guns. The next day our heroes deposit the arsenal of firearms that belonged to Cotton and his cronies and they have a showdown in the street in broad daylight. Of course, nobody dies. They are wounded. Nash is a bullet in the arm and John Henry helps Hayes arrest Cotton and company. Afterward, Nash offers Hayes a proposition. Nash believes if they let John Henry return the gold to the Del Rio Bank, the town citizens will let John Henry and company leave. Hayes observes that Canada is pretty this time of year before John Henry rides out."Young Billy Young" actress Angie Dickinson has a cameo as the wife of Captain Hayes who was briefly infatuated with John Henry. They reunite momentarily at a stage coach relay station where Hayes decides to let John Henry go. As the heroic villains are riding away, they hear the sounds of a nearby locomotive and the words "Texas train" slips from John Henry's lips. At this point, the end credits roll and we never know if John Henry will realize his life-long dream of robbing a Texas train. This unknown ending mars "Once Upon A Texas Train."

With that old familiar call to arms code word 'Brazos!', the Over the Hill Gang rides again in this late Eighties made for TV flick that fans of classic Westerns will be glad to catch for one last roundup. The story itself is probably secondary to seeing familiar favorites like Jack Elam, Royal Dano, Gene Evans and Dub Taylor all in one place. Maybe the biggest shocker for me was seeing how much the old Rifleman himself, Chuck Connors, had aged in appearance from his TV star days, but after all, he was sixty seven or so at the time of the picture. It got me to thinking how any of these guys might still be able to stay on a horse. All of the principals except Willie Nelson were in their sixties or seventies, with Dub Taylor around eighty one. Hard to imagine him riding the range as Cannonball Taylor as far back as the 1940's with the likes of Wild Bill Elliott, Jimmy Wakely and the Durango Kid.The picture is built around crusty villain John Henry Lee, portrayed by Willie Nelson, who's first thought after getting out of prison after twenty years is to go and rob a bank with his old pardners. Hot on his trail is Richard Widmark's Captain Owen Hayes, harboring a personal grudge against his foe. That's where Angie Dickinson comes in as Mrs. Hayes, who in earlier times might have gone the other way with the red headed stranger.The idea of Shaun Cassidy heading up a young passel of outlaws to go up against the old timers seemed a bit awkward. Even when they had the upper hand, you always had the idea that these guys were in way over their heads. Wouldn't it have been something if in the final showdown, the old geezers simply put the upstarts over their knees for a good old spanking?Like I said earlier, catch this one for a bit of TV Western nostalgia. It's got generous amounts of humor mixed in with the shoot 'em up action, and fans of the players will appreciate that last ride into the sunset.

I found this 1987 movie now out on DVD to be very charming. Especially endearing were the initial descriptions of the players, markedly different from reality due to the passing of 20 years. I thought Willie Nelson did a credible job. He may be a little out of his comfort zone but his wry observations of a long lived and full life ring true. Richard Widmark's appearance as the Captain was a good casting fit. The man in charge of his unit but unsure and jealous about his wife's feelings for Willie Nelson's character. Self deprecating supporting actors whose special skills have been quite dulled by age.A bit like watching the Airplane movies and those of their genre and enjoying the appearances of those actors of an earlier generation. Beautiful cinematography and landscape. An enjoyable diversion for a couple of hours.