These old men get that way by staying alive.

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

***Old guns vs. young guns***

Released to TV in 1988, “Once upon a Texas Train” is a Western about an aged outlaw who is paroled from prison after 20 years (Willie Nelson). After he brazenly robs a bank and reforms his old gang, his nemesis, a retired Texas Ranger (Richard Widmark), forms a posse to pursue them. But these two factions of withered men might have to join forces against a young gang of outlaws (led by Shaun Cassidy).

Writer/director Burt Kennedy was known for numerous Westerns, both theatrical and television, two of his best being “The War Wagon” (1967) and “The Train Robbers” (1973). This one isn’t on that level because it was limited by a TV budget and included Willie Nelson, who’s a charismatic guy but not the best actor. Nevertheless, it’s a worthwhile Western featuring a can’t-beat-it cast of Western stalwarts, like Chuck Connors, Stuart Whitman, Jack Elam and Angie Dickinson.

Also on the female front is the lovely Clare Carey, who was only 20 during shooting.

There’s some effective comedy thrown in, mostly revolving around old age, not to mention a couple of laugh-out-loud jokes involving a bicycle. Lastly, you can’t beat the superb Western locations of Arizona (Mescal, Old Tucson), Nevada (Ely) and California (Thousand Oaks).

The film runs 1 hour, 36 minutes and, while a standalone flick, was sort of the third movie in the “Over the Hill Gang” series, the first two being from 1969 and 1970 respectively.

GRADE: B-