Once Upon a Texas Train (also known as Texas Guns) is a 1988 American comedy Western television film, directed by Burt Kennedy and starring Willie Nelson and Richard Widmark. Plot The movie opens with a train robbery in Texas, but a group of Texas Rangers is waiting for the robbers, and stop them. Twenty years later, the head of the outlaw gang, John Henry Lee, is paroled on good behavior, but the same day he gets out, his brother Charlie Lee and he rob a bank of $20,000 in gold. Viewers then are introduced to his "gang", all of whom are well past their prime. 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 20 years before. As John gathers his old gang to help him, Hayes does the same. Meanwhile, a group of young outlaws led by Cotton has their own plans for the gold the elderly outlaws have. Cast Willie Nelson as John Henry Lee Richard Widmark as Captain Oren Hayes Shaun Cassidy as Cotton (leader of the young outlaws) Chuck Connors as Nash Crawford Ken Curtis as Kelly Sutton (John Henry's gang) Royal Dano as Nitro Jones (John Henry's gang) Jack Elam as Jason Fitch Gene Evans as Fargo Parker (John Henry's gang) Kevin McCarthy as the Governor Dub Taylor as Charlie Lee (John Henry Lee's brother) Stuart Whitman as George Asque Angie Dickinson as Maggie Hayes Jeb Stuart Adams as Billy Bates (young outlaw) David Michael O'Neill as John Young (young outlaw) John Calkins as John Brown (young outlaw) Red West as Bates Boley Clare Carey as Meg Boley Don Collier as the Warden Dennis Fimple as the Telegrapher Harry Carey, Jr. as Herald Fitch (billed as Harry Carey) Hank Worden as the Old Man (in the rest home) Production Filming locations included Arizona's Old Tucson Studios and Mescal, Arizona. Scenes involving Willie Nelson were filmed inside a saloon in Mescal on September 21, 1987. Locomotive Number 40, located at the Nevada Northern Railway Museum in Ely, Nevada, was used as the film's train. Director Burt Kennedy used 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