Once Upon a Texas Train is a 1988 American comedy Western television film, directed by Burt Kennedy and starring Willie Nelson and Richard Widmark. The film includes western movie regulars such as Chuck Connors from The Rifleman, Jack Elam from John Wayne's Rio Lobo. Angie Dickinson John Wayne's movie Rio Bravo. Royal Dano from Audie Murphy's Red Badge of Courage, and Gene Evans from The Shadow Riders. Hank Worden from numerous John Wayne movies such as Big Jake and The Searchers cameos in the film as well.