Written and directed by Burt Kennedy, Once Upon a Texas Train stars Willie Nelson, Richard Widmark, Shaun Cassidy and Chuck Connors. Music is by Arthur Rubinstein and cinematography Ken Lamkin.A TV movie that Western fans can enjoy more for nostalgia value than anything bordering must see entertainment. Plot essentially has aged criminals led by Nelson's John Henry Lee, being pursued by aged law enforcers led by Widmark's Captain Oren Hayes. The passing of time a persistent theme as Kennedy throws in fun and sparky dialogue, narrative twists to make characters unlikely allies, while action flits in and out to off set the threat of impending boredom.Made with love no doubt, and with the likes of Jack Elam and Royal Dano joining the Western roll call cast list, it's a passable Oater for lovers of such. 5/10

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."

A pleasant, tongue-planted-firmly-in-cheek western (with that Burt Kennedy touch) that gives up yet another adventure with some wonderful characters that were first introduced almost 20 years earlier. I speak of the ABC Movie-of-the-Week films "The Over-the-Hill Gang" and "The Over-the-Hill Gang Rides Again" (which was Fred Astaire's TV-film debut and ONLY western film--ever!) The character of Richard Widmark was earlier played by Pat O'Brien in the first film, with Chuck Connors taking over Walter Brennan's part and Jack Elam here "filling" in for Edgar Buchanan. Those earlier films (from 1969 & 1970 respectively) were light yet entertaining and this film does not fail in that genre. Some might argue that many of the actors are in their "golden years"--and that's to the viewer's advantage as you will soon realize that with age certainly comes style. Sit back, enjoy and find a smile creeping across your face as you discover that there ARE films out there that are made "like they used to be"!