Once Upon a Texas Train

Once Upon a Texas Train (also known as Texas Guns) is a 1988 television film directed by Burt Kennedy and starring Willie Nelson and Richard Widmark.

Once Upon a Texas Train
Written byBurt Kennedy
Directed byBurt Kennedy
Composer(s)Arthur B. Rubinstein
Country of originUnited States
Original language(s)English
Executive producer(s)Doreen Borgesen
Robert A. Papazian
Producer(s)Burt Kennedy
CinematographyKen Lamkin
Editor(s)Warner E. Leighton
Original networkCBS
Picture formatColor
Audio formatMono
Original releaseJanuary 3, 1988


The movie opens with a train robbery in Texas. However, a group of Texas Rangers is waiting for the robbers and stop it. Twenty years later, the head of the outlaw gang, John Henry Lee, is paroled on good behavior, but the same day he gets out he and his brother Charlie Lee rob a bank of twenty thousand dollars in gold. Captain Oren Hayes, the Texas Ranger who arrested John and ensured his parole, goes after him once more knowing that he will try to pull off the same robbery he bungled twenty years before. As John gathers his old gang to help him, Hayes does the same. Meanwhile, a group of young outlaws led by Cotton have their own plans for the twenty thousand in gold the elderly outlaws has.



Filming locations included Arizona's Old Tucson Studios, and Mescal, Arizona.[1] Scenes involving Willie Nelson were filmed inside a saloon in Mescal on September 21, 1987.[2] Locomotive Number 40, located at the Nevada Northern Railway Museum in Ely, Nevada, was used as the film's train.[3]

Director Burt Kennedy utilized several aging western stars from years past as the group of aged Rangers as well as the outlaw gang: former Rifleman actor Chuck Connors as Nash Crawford, past Cimarron Strip marshal Stuart Whitman as Gentleman George Asque and former Dakotas deputy Jack Elam as Jason Fitch making up the retired rangers. John Henry Lee's aged gang consisted of former Gunsmoke deputy "Festus Hagen" (Ken Curtis) as Kelly Sutton and western character actors Royal Dano as Nitro Jones, Gene Evans as Fargo Parker and Dub Taylor as John Henry's brother Charlie Lee. Angie Dickinson had also appeared in several western films and shows. Another veteran actor, Kevin McCarthy, made an appearance as the Governor.

The Texas Rangers characters originally appeared almost twenty years before in the unsold television pilot and TV-movie broadcast in 1969 on ABC, The Over-the-Hill Gang, which was followed by The Over-the-Hill Gang Rides Again (the sequel did not feature the Captain Oren Hayes character) starring Walter Brennan as Nash Crawford, Pat O'Brien as Captain Oren Hayes, Chill Wills as Gentleman George Asque and Edgar Buchanan as Jason Fitch. Elam had the distinction of appearing as the crooked sheriff in the first Over-The-Hill film and then assuming the role once played by Buchanan two decades later in Texas Train. One difference between this film and The Over-the-Hill Gang is that first movie portrayed the Rangers as too old to hold their own while Texas Train showed they could still hold their own against younger competition.


Once Upon a Texas Train premiered as a CBS Sunday Movie on CBS on January 3, 1988.[4] The film was the sixth most-watched television program for the week ending January 3,[5] and was also the third most-watched television film of the 1987-88 television season, with 21.2 million viewers.[6]


Terry Atkinson of the Los Angeles Times wrote that Kennedy "didn't seem to have quite thought out his promising, then faltering, tale. […] But until things go really awry toward the end, Kennedy provides 'Train' with plenty of the same gently satirical humor and authentic big-sky feeling he gave his fine 1969 feature 'Support Your Local Sheriff!' His smoothly professional direction is full of fine touches, enhanced by Ken Lamkin's photography and Warner Leighton's editing."[7]


  1. "Stars Shine". The Arizona Republic. October 18, 1987. Retrieved May 21, 2017.
  2. Sanders, David (1987). "Tucson Time Capsule: Willie, Looking cool in the heat". Arizona Daily Star. Archived from the original on October 16, 2007.
  3. Herndon, Rudy (November 24, 2006). "Film crew finishes Ely movie; another next week". The Ely Times. Retrieved May 21, 2017 via NewsBank. Ely served as a stand-in location for yet another film - "Once Upon a Texas Train," a made-for-TV western starring Willie Nelson and Richard Widmark -- and NNRy Engine No. 40 as the train.
  4. Weinstein, Steve (January 2, 1988). "Weekend TV: A Time for Non-Football Heroes After a Diet of Bowl Games". Los Angeles Times. Retrieved May 21, 2017.
  5. "Local, National Nielsen Ratings". Chicago Tribune. January 7, 1988. Retrieved May 21, 2017.
  6. "The 1987-88 Network TV Season--In Review". Los Angeles Times. May 9, 1988. Retrieved May 21, 2017.
  7. Atkinson, Terry (January 2, 1988). "Television Reviews : 'Texas Train" on CBS". Los Angeles Times. Retrieved May 21, 2017.
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