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Once Upon a Texas Train (1988)

An outlaw and a Texas Ranger captain have a life-long personal feud but 20 years later, with old-age settling-in, they must put their differences aside in order to face the latest Texas problem - the youngest generation of outlaws.




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Cast overview, first billed only:
John Henry Lee
Kelly Sutton
Nitro Jones
Fargo Parker
The Govenor
Charlie Lee
George Asque
Billy Bates
Meg Boley
Herald Fitch (as Harry Carey)

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Captain Hayes of the mighty law enforcement squad named the Texas Rangers reached the pinnacle of his career when he captured the notorious John Henry, an outlaw cowboy, and put him behind bars. Twenty years later, upon his release, Henry is older but unrepentant. Within six hours after leaving his jail cell, he evens the score with Hayes by holding up the Bank of Texas for $20,000 in gold. Hayes, in his fury, gets himself out of retirement to take up the chase once more. Written by Echo Bridge Home Entertainment

Plot Summary | Add Synopsis


Some men took money ... Some men took lives ... These men took both.


PG | See all certifications »




Release Date:

3 January 1988 (USA)  »

Also Known As:

Texas Guns  »

Filming Locations:


Company Credits

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Technical Specs



Sound Mix:


Aspect Ratio:

1.33 : 1
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Did You Know?


Many of the locations and name in this movie are related to Willie Nelson. He is from the Waco Tx area, where the train comes from and the Brazos is a large river that flows through Waco Tx. See more »


There is no saguaro cactus in, or anywhere near, Texas. See more »


[first lines]
Captain Owen Hayes: Put the gun down John Henry.
See more »


Follows The Over-the-Hill Gang Rides Again (1970) See more »

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User Reviews

Third Ride For The Over The Hill Gang
2 May 2010 | by (The Lonesome Prairie) – See all my reviews

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.

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