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 (Dub Taylor) 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'll 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 (Shaun Cassidy) have their own plans for the twenty thousand in gold the elderly outlaws has.
Kennedy utilized several aging western stars from years past as the group of aged Rangers as well as the outlaw gang: former "Rifleman" 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 appeared as the woman once torn between John Henry Lee and Oren Hayes, but who had married Oren after John Henry was sent off to prison. Another veteran actor, Kevin McCarthy, made an appearance as the Governor.
Note: 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 didn't 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 Edgar 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.