This musical stars Judy Garland and has some fantastic full-color movie train moments. This one is not to be missed for train enthusiasts! 

Right off the bat we're treated to shots of Sierra Railroad's #18 underway in shots that look as if they were lifted straight from 1939's "Dodge City."

Judy is first seen singing on the back of Virginia & Truckee's 1874 Combo Coach #15 (leased from Paramount for filming), with some Monument Valley stock footage rear-projected. This was likely done at MGM Studios. However, upon closer inspection, enough differences between these 2 cars make me believe they actually used a scale mock-up built by the film crew for this particular sequence. 

The town of "Sandrock" is all aflutter with the arrival of the "Atchison Topeka and the Santa Fe." For these scenes, Virginia & Truckee #22 "Inyo" and Coaches #11, 12 & 15 were leased from Paramount and brought to the western town on MGM's massive Lot 3. This train equipment is all currently stored at Nevada State RR Museum in Carson City, NV. The western town survived for decades afterward, until the whole backlot was bulldozed and replaced with condos. The area is basically unrecognizable today. 

This leads into the big musical number, with everyone in town joining in. Inyo was renamed the AT&SF #49 "William B. Strong."

The Harvey House at the Sandrock depot in the film was inspired by the real-life Castaneda Hotel in Las Vegas, which still stands. Exteriors were shot on Lot 3 and interiors created on a stage at MGM. 

The rocky lookout where Ned (John Hodiak) escapes to was filmed at Iverson Movie Ranch in Chatsworth, CA. Luckily, this specific spot has been preserved in Garden of the Gods Park, although much of the area around it has been developed. This scene was actually much longer, and the deleted song "My Intuition" can be found on the DVD. 

Another nice train shot as it pulls into town following the carnage. Combo Coach #15 is "#152." The coach cars are sadly in pretty rough shape today and awaiting restoration in NSRM. 

The ending appears to have been filmed just off the Southern Pacific line through Santa Susana Pass, just before the tunnel. This location is basically just below Garden of the Gods (but on private property). This same exact spot can also be seen in the robbery scene at the start of "White Heat."