Starring: Walter Brennan, Pat O’Brien, Chill Wills, Edgar Buchanan, Andy Devine, Fred Astaire, Jack Elam

Director: Jean Yarbrough, George McCowan
Released: 1969 & 1970

Mood: If you feel like the world is a horrible place full of angry and violent people and you want to watch a bunch of really sweet old guys save the day on their last hurrah.

“There’s a lot you can handle, once you can face that one fact that keeps gnawing at you: you’re past your prime. You can never be the man you once was. But that don’t mean you can’t be just as good a man in other ways.”

Nash Crawford (Walter Brennan)

Sometimes you just want a feel-good Western to warm your heart on a cold and gloomy night. The Over-the-Hill Gang and The Over-the-Hill Gang Rides Again are the perfect pairing to cure your wintery woes.


These two made-for-TV movies, each just 70 minutes long, were actually intended to launch an ABC TV series. The network ran The Over-the-Hill Gang on its ABC Movie of the Week program when it was released, and did the same for the sequel a year later, but that’s it.


And it’s probably for the best. The Over-the-Hill Gang gets its charm from the gimmick of seeing a group of beloved, aging Western character actors cast as bumbling would-be heroes. There’s a big risk of their hijinks getting old, pun intended, after a few viewings.


But if you take the productions at face value and embrace the predictable storylines, these little Westerns are true gems. The actors provide easygoing comedy, and some surprisingly serious commentary on friendship, aging, and being forgotten.


If after watching The Over-the-Hill Gang you aren’t consumed with an urge to visit a seniors home and hug everyone you meet, you are dead inside.


photo of the Over the Hill Gang DVD set

The visual quality on this DVD set is pretty terrible, try YouTube instead

The Over-the-Hill Gang opens with retired Texas Ranger Nash Crawford (Walter Brennan) riding into town to visit his daughter. His son-in-law wants to run for mayor, but a corrupt longtime mayor (Edward Andrews) has a squeeze-hold on the town.


Eager to feel needed again, Nash sends a telegram saying “Brazos!” to three of the finest lawmen he knows. This is the call-to-arms for the Texas Rangers!


Unfortunately, the telegram finds these lawmen in less than prime health. They barely see straight, let alone best anybody at a quick-draw contest. Gentleman George (Chill Wills) is just as likely to get arrested for cheating at poker as the bad guys.


Nash and his men are forced to recognize their shortcomings, and form a new plan of attack.


The Over-the-Hill Gang Rides Again reunites the gang, less one member, to clean up the act of former Ranger ‘The Baltimore Kid’ (Fred Astaire).


The Kid suffers from some serious ego problems that have led to binge drinking. As soon as he’s back on his feet again, he inflates like a peacock and doesn’t realize he’s no longer a real hotshot. Luckily, his old friends stick around to watch his back.


A posse comes to town looking to kill The Kid, and he has to choose between his personal pity party and helping to save the day.


illustration of a fancy moustache


The Over-the-Hill Gang and The Over-the-Hill Gang Rides Again are pretty similar as far as acting and storytelling.


  • Walter Brennan is the glue that holds the gang and the movies together, and does it with such a genuine touch that Nash feels like a real person rather than a TV-movie character
  • Chill Wills steals his scenes as the trickster Gentleman George, going for big physical comedy and jolly delivery, including gleefully riding a mule
  • Andy Devine takes a similar approach, using his girth and his iconic voice to draw laughs
  • Edgar Buchanan’s running gag is that his character can’t see for shit, and Buchanan leans into it with a great mix of senility and cheek
  • Pat O’Brien plays the straight man in the first movie (his character was omitted from the sequel for some reason), but it’s his character and performance that drives the former Rangers back into action
  • Jack Elam always makes a great bad guy with his shifty eyes and heavy brows, and he’s actually the only true bad guy in the first movie

The most surprising performance is that of Fred Astaire. His entire first scene as the depressed, alcoholic Baltimore Kid is painfully realistic rather than comical, and it sets a more somber tone for The Over-the-Hill Gang Rides Again.


He then gives you these dark mood swings that feel self-indulgent and immature compared to the bravery of the other Rangers. The Kid suffers from a desperate need to be applauded and liked, and it’s kind of eery foreshadowing of social media’s impact on our collective mental health.


Indeed, there’s some secretly powerful writing behind these two movies.


Like Clint Eastwood in Cry Macho, you really feel that these actors are living the dialogue about being old cowboys. There’s genuine emotion in their eyes as their characters experience disappointment in lost skills, are cruelly laughed out of town, and share stories about their difficulties.


The sequel in particular has a poignant conversation between The Kid and Nash (just after the 59-minute mark on YouTube), in which Walter Brennan delivers the quote from the start of this review. The whole scene could be right out of a quality Western drama, and reminds you why these actors were able to make so many movies.


It would be easy to write off The Over-the-Hill Gang and The Over-the-Hill Gang Rides Again as mere TV-movie fluff. Don’t believe the negative reviews. Sure, they aren’t shoot-em-up action movies and Emmy contenders. But there’s a ton of heart here. If you love old Westerns, you’ll see right away that these dedicated actors deserved to make a movie that celebrates them in the spotlight, instead of the sidelines.


The Over-the-Hill Gang Rides Again was Walter Brennan’s last movie, which makes it extra sad when you finish watching the pair.


I am SUPER glad I bought these DVDs, despite their terrible quality (do yourself a favour and watch them on YouTube instead!). I wish I could go back in time and get a hug from Walter Brennan. And Andy Devine. And Chill Wills. Seriously, find yourself an old hero and give them a hug today!