It's a long way from a working-class subdivision on the south side of Jacksonville to this bejeweled and black-tied soiree at Ford's Theatre. The journey is greater if you go back two generations to the unlikely launch pads of Brescia, Italy, and Minsk, Belarus.

And yet here they are -- the former Cathy Brescia and the former Wayne Peskin -- at the center of one of those frothy Washington cold fusions of power, money and fame. The town's newest players in the big leagues of philanthropy and social splash are better known as Catherine B. Reynolds and her husband, Wayne Reynolds -- generous enough to pledge $38 million to the Smithsonian last May, brash enough to take it back when things didn't go their way.

That's not all: The Smithsonian gift was part of a binge of local giving unmatched for volume and pace -- $10 million to the Kennedy Center, $1.2 million to the National Symphony Orchestra, several millions more sprinkled on various causes, including two National Gallery of Art exhibitions, Morehouse College, Fight for Children, the Best Friends Foundation, the Special Olympics. Expect to see several hundred million more handed out over the coming years.

The seating chart at last month's Ford's fundraising gala is telling: Front and center are the president and first lady, next to the vice president and his wife. Right behind the Cheneys are the Reynoldses -- beside Andrew and Kathleen Card, not far from Trent and Tricia Lott and Tom and Linda Daschle. Radiating out from there is a black-and-pastel fog of Cabinet couples, media heavies, defense contractors, entrepreneurs. At the end of the front row is a seat reserved for Megan Reynolds,9.

Emcee Kelsey Grammer brings a succession of entertainers onstage, and then the announcement is made that Catherine Reynolds has done it again, trumped all the deep pockets in the house: $1 million, the largest donation ever to Ford's. She rises to accept applause.

Often when before an audience she will describe her philosophy: "If you can do well and do good, you've won the game of life."

But in the theater she leaves this sentiment unspoken, and intermission is called. Plutocrats and courtiers swarm around the president. Suddenly the wealthy patron becomes the Mom on a Mission. Snaking and sliding around the competition, she maneuvers Megan into position for a handshake with Laura Bush.

Now making an end run around another clot of stuffed tuxedos, Mom places Megan next to the president for a picture. Bush reaches for a piece of paper under his seat. He signs an autograph and gives it to the girl, who looks almost as thrilled as her mother.

The story has a familiar arc -- grandchildren of immigrants work hard, get rich, give it away, make the society pages, rub shoulders with presidents and potentates.

It is the plot of the classic American success story, the template of individual achievement in the land of opportunity. A vital national mythology has sprung from this archetype, and the Reynoldses are devoted to it.

But myths are tricky, more complicated the closer you look.

On a recent afternoon the Reynoldses are sipping iced tea in the lobby of the Jefferson Hotel, telling how they made it to the second row of Washington power theater. That was never their goal, they say, just a handsome byproduct of trying to make a difference. Doing well while doing good.

"Wayne and I jokingly always say at the end of the day, 'Did we make any progress today?' " says Catherine Reynolds,44. "We still evaluate ourselves that way. And that's really no different than I did 10 years ago when I was in the basement of a building trying to make payroll."

The $500 million foundation bearing her name is the result of a smashingly successful student loan business she built in that basement, then sold two years ago.

Her husband's accomplishments are measured not in cash but in connections. He runs the Washington-based American Academy of Achievement, a kind of club for those whose story arcs can be packaged as passing through at least a metaphorical basement on the way to fabulous success.

"I'm just an old romantic of American life," says Wayne Reynolds, 45. "When I was a kid, I watched black-and-white movies of Spencer Tracy as Thomas Edison, or Henry Fonda as Abraham Lincoln. I used to cry watching those movies."

Wayne's achievers often show up as guests or performers at fundraising events paid for with her foundation's money, and she in turn helps bankroll the Academy's affairs. This symbiotic juggernaut of charity and celebrity has amazed and sometimes shocked Washington.

The $38 million pledge to the National Museum of American History to sponsor a hall of achievement caused a ruckus. Not everyone agreed that enshrining inspirational summaries of the lives of figures like Rosa Parks and Oprah Winfrey (both honored by the Academy) is useful as history. "Shame on us if we wanted to bring heroes and role models to young people," Wayne says.

Now in the lobby of the Jefferson, the Reynoldses are granting an interview that will lead to a published summary of their lives.

"Sorry to interrupt," says Wayne,"but no one's ever asked her, How did she do it?"

"I mean, that's the fascinating story," says Catherine. "I would encourage you to use me as an example to inspire others."

Let us accept the challenge. If this is an inspiring story, it is also one with more than a little self-promotion, a few sharp elbows and some looking out for Number One. What could be more American than that?

The Ground Floor The story begins in 1988, with the new comptroller sitting in that cluttered basement office, thinking up ways to turn around a struggling student loan operation. Through the window above her desk she can see the ankles of people walking by the address, 1776 Massachusetts Ave. NW.

She finds the atmosphere idealistic, but a little amateur. The young employees stack promissory notes against the walls, and she picks them up, explaining, "No, these are our assets."

The nonprofit loan business that eventually became known as EduCap was the brainstorm of John Whalen, an entrepreneurial priest who had been president of Catholic University. He realized there was a gap in college financing for middle-class students. The poor could get government loans; the rich didn't need assistance.

Few thought affordable loans could be made to students without the benefit of government guarantees, but Whalen had faith in God and the bond market, and he started loaning money.

By 1988, however, the operation was several million dollars in debt. A headhunter found an accountant who was working for an entertainment company in Virginia. The accountant and the priest hit it off the first day.

"She was tough as nails, daring, not afraid to take a chance, pushy -- everything you want," Whalen says. "I didn't need anybody saying, 'We can't do this.' I needed someone saying, 'Let's figure out how we do this.'"

Reynolds was known as Catherine B. Dunlevy then. She grew up in north Florida, where she met her first husband, Timothy Dunlevy, a Navy man like her father. They married in 1984 and then divorced three years ago after a long separation. Dunlevy, Megan's father, now is a surgeon in Hagerstown.

One day Reynolds,Whalen and a marketing colleague named Morna Conway had to meet some bankers who seemed ready to shut down EduCap. The comptroller came up with a plan to reduce costs by having outside contractors take over some clerical chores. Another time the priest dispatched her to negotiate with creditors -- one of which was in financial trouble of its own -- and she returned with the debt cut by $1 million.

"She had almost a little-girl way of dealing with people, which was very interesting, because underneath it was absolute steel," Conway recalls. "She was ruthless."

Within nine months the comptroller was president, and Reynolds helped EduCap perfect a novel technique of selling bonds on Wall Street to raise capital to finance student loans. The bonds were secured with proceeds of the loans. Over the next decade, 300,000 families took out loans worth $2.5 billion.

Critics pointed out that EduCap charged higher interest rates than the competition while giving lucrative perks to its executives. Reynolds eventually earned $600,000 a year plus a company Mercedes and $94,000 in expenses. If the nonprofit company was so bent on helping students go to college, why not charge less, and maybe give executives more modest benefits?

EduCap officials responded that salaries were in line with industry standards to keep good people. Reynolds says EduCap created this market, charging interest rates that made economic sense, and that few competitors could match its marketing savvy and customer service.

As Reynolds took control, Whalen reduced his role, but not before they collaborated on one more innovation in 1993.

"I wanted the principal people . . . to benefit not just by salary but by getting a piece of the action," he says.

With permission from the IRS, they created a for-profit affiliate called Servus. Whalen, Reynolds and Pierre Escandar, an operations manager hired at the same time as Reynolds,each took 17 percent of the stock in Servus. EduCap, the nonprofit parent, got 49 percent.

Servus serviced loans and administered financing programs, and EduCap paid it an annual fee. If Servus were successful, and if it could be sold, then the nonprofit would reap rewards, and so would the personal bank accounts of Whalen, Reynolds and Escandar. To Reynolds,this inventive business structure embodied doing well and good.

Their enterprise was not without conflict. In 1999, Escandar sued EduCap and Reynolds,accusing her of improperly attempting to deal herself extra shares in Servus worth $20 million just as they were looking for a buyer. In the suit, he claimed that when Reynolds learned he was "blowing the whistle" by alerting company lawyers, she had him fired.

Escandar reached an out-of-court financial settlement in March 2000, days before the loan business was sold and they all became millionaires. He died last summer in a car accident. "Pierre felt the case was settled very favorably for him," says his lawyer, Charles Molster III. A confidentiality agreement bars him from discussing the case in detail, he says.

Catherine Reynolds says the board of directors supported her against Escandar's accusations. "Now Mr. Escandar is dead and his family has suffered enough, so I think we should leave it at that," she says.

A Self-Remade Man

In the 1940s and 1950s, the golden era of the glossy photo weekly, one of the leading lensmen was Hy Peskin, the charismatic Brooklyn-bred son of a tailor from Minsk.

He shot 40 covers for Sports Illustrated. His 1953 portrait of a barefoot Sen. John F. Kennedy and Jacqueline Bouvier on a sailboat graced the cover of Life.

After playing paparazzo to so many celebrities, in 1961 Peskin had the idea of creating an organization that would bring a bunch of them together. But raising money wasn't easy and soon his family was broke. He decided the problem was investors didn't trust his Jewish-sounding name.

"Since nothing about me is normal," the 86-year-old recalls in a sandpaper voice from his home in Murrieta, Calif., "I created the new name and became the first man in the history of the world ever named after his children."

He took the middle name of each of his three sons: Hy Peskin became Brian Blaine Reynolds,and he gave his sons the new last name as well. His youngest son, Wayne Reynold Peskin, became Wayne Reynold Reynolds.

The newly named Brian Reynolds invented a formula that serves the Academy of Achievement to this day. In a different city each year, it holds a summit of a few days for several dozen famous achievers and a few hundred top high school students. The point is to salute the adults with an award (the Golden Plate) and inspire the young people with the achievers' stories. Successful business executives are solicited to provide tax-deductible funding.

As a boy, Wayne helped his father put on the events, and in 1985 he took over the Academy, then based in Malibu. Under Wayne it developed more class and clout, moving to Washington a few years ago. No more Golden Plates for the likes of Charo and Evel Knievel.

Recent honorees have included Jimmy Carter, Ronald Reagan, George H.W. Bush, Colin Powell, Michael Jordan, Steve Case, Maya Angelou, Maya Lin, Barbra Streisand, Mikhail Gorbachev, Steven Spielberg, George Lucas. And from The Washington Post: Bob Woodward, Ben Bradlee, the late Katharine Graham.

Under Wayne the annual gatherings have also become more lavish. In 1999 in Washington, there was a private dinner at Mount Vernon, fireworks over the Potomac, a lecture by Lincoln scholar David Herbert Donald at the Lincoln Memorial, a talk by former war correspondent Neil Sheehan at the Vietnam Veterans Memorial, a private visit to Washington National Cathedral to hear Coretta Scott King speak and Aretha Franklin sing.

Rare is the accomplished person who doesn't warm to the prospect of all-expenses-paid mixing with other accomplished people, and with sharp kids whose presence lends the whole affair a lofty purpose.

"I'm a scientist. Here's an opportunity to meet Nobel Prize winners, people from the arts," says Steven Rosenburg, chief of surgery at the National Cancer Institute. And the students "get to hear very personal stories of how these people of accomplishment have done what they've done."

All this costs money -- about $1.7 million for the annual achievement summit. The Academy reported net assets of nearly $5 million in 2000, including its headquarters in a $2.2 million town house at 1222 16th St. NW. As president, Wayne Reynolds earns a management fee of about $600,000, out of which he also pays some operating expenses.

But Brian Reynolds did not go quietly into retirement, even though he and Wayne signed an agreement for him to step down and receive an annual pension now worth about $120,000.

The father claimed the son tricked him out of control of the Academy. Representing himself, the elder Reynolds persuaded a California jury in 1990 to award him $800,000 in damages.

A judge knocked the award down to $200,000, saying Brian Reynolds's personality made it "impossible" for him to run the organization, and it wouldn't be worth anything if he were still in charge. He was so combative that board meetings ended in shouting, according to his son.

"Yes, a jury did agree with him, they felt sorry for him, it was really a pathetic thing," Wayne says. "They wanted to reward him with something for his efforts over the years. . . . It was a temporary victory."

Brian Reynolds lost the $200,000 when he insisted on a retrial. He has now sued his son more than a dozen times without success. California has declared him a "vexatious litigant," restricting his ability to file more lawsuits.

Father and son speak with a certain affection for each other even though they are not in close touch. "My father was a dreamer," Wayne Reynolds says. "He gave up his famous name, created a foundation with no money, gave up his entire photography career to start this thing, because he was a dreamer."

Brian Reynolds had no idea his son was married and in the Washington limelight:"He married a rich woman?!"

The Merger By and by, EduCap discovered the Academy.

A friend showed Catherine the yearbook of one of the achievement summits, and the college loan queen thought EduCap should become a sponsor. The business proposition blossomed into a personal relationship. Catherine and Wayne were married in 1999 and live in a new house in McLean assessed at $2.5 million.

As Catherine was getting to know Wayne,she also was looking for a buyer for EduCap and Servus. She found one in the financial services giant Wells Fargo, which two years ago paid an undisclosed sum that appears to have topped $200 million.

The return on investment was astounding. After seven years, EduCap's $61,000 stake in Servus was worth $48 million, according to tax records. Whalen, the priest, says he made about $20 million.

Reynolds would not discuss her personal profit on the deal. Many of her admirers assume the Catherine B. Reynolds Foundation holds her personal fortune. In fact the foundation contains none of her money. The $38 million for the Smithsonian, the $10 million for the Kennedy Center, the $1 million that got her into the second row at Ford's -- not hers.

There is nothing improper about this, it's just part of the story arc.

The money in the foundation is the nonprofit EduCap's fortune, which includes money from the Wells Fargo sale and $300 million in still outstanding student loans. By law it cannot go into any individual's pocket.

As chairman and CEO of the foundation, Reynolds received a salary and bonuses of $1.5 million plus an expense account of $108,000 in 2000, the year of the EduCap sale, according to tax records. Filings are still being prepared for last year, but foundation accountants say her salary will be less than $750,000.

EduCap and Servus weren't the only student loan outfits sold in recent years where the proceeds were used to fund charitable foundations. The sale of USA Group to Sallie Mae, the nation's largest student lender, created the Lumina Foundation in Indianapolis, and the sale of Nellie Mae, another leading student lender, to Sallie Mae yielded the Nellie Mae Education Foundation in Braintree, Mass.

The Reynolds Foundation is unusual in that an individual's name went on a pot of gold that didn't come from an individual's personal fortune.

"I'm astounded it's called the Catherine B. Reynolds Foundation," says Morna Conway, Reynolds's old colleague from the early days of EduCap. "It should have been called the Father Whalen Foundation."

What about it, Father?

"It's not my style," says the priest. And he hastens to add: "I think it's fine. You've got to put somebody's name on it. That corporation would not have succeeded without Cathy."

Reynolds says she had wanted to call the foundation LuckyStar, after a nickname that daughter Megan coined. Unfortunately there already was a LuckyStar Foundation. The foundation's directors insisted on adopting her name, according to Reynolds.

The board "felt very strongly that the reason the foundation existed was from my sheer hard work," Reynolds says. "The image they wanted it to have in the philanthropic world was one that represented the hard work and the sense that something can be done and made a difference."

The Hosts With the Most Now she gets a lot of credit for spreading chips all over Washington's philanthropic table.

On a November evening the National Building Museum was decked out with a three-story American flag and 20,000 red and white roses. The theme of the annual National Symphony Orchestra Ball was "The Soul and Spirit of America."

Guests remarked on how the affair crackled this time. Partly it was post-Sept. 11 emotion, partly it was the work of the chairwoman, Catherine Reynolds,and her entertainment producer, Wayne Reynolds. Golden Plate winners Quincy Jones, Ray Charles and Patti Austin did their thing. Reynolds,through her foundation, paid the entire cost of the evening, allowing the orchestra to set a fundraising record of some $1.2 million.

"She's added a dimension of entertainment that makes these things fun," says AOL co-founder Jim Kimsey, a member of the Reynolds Foundation's board of directors. "As a check-writer and attendee, I applaud her efforts."

But hasn't it all been just a little much, a little fast?

"She certainly has come in like gangbusters," says Nina Pillsbury, chairwoman of the Washington Opera Women's Committee. "Washington is the capital, but we do things here in a more gentle way. . . . If somebody comes in and just gives huge amounts of money, it raises some questions as to the motives behind this. I don't think I'm saying anything anybody hasn't been thinking."

Others dismiss the social-climber alerts that have been going off like car alarms all over town. Would that charge be hurled at a man? Anyway, Reynolds seems too willing to flout the establishment to be currying favor. And she and Wayne were already hanging out with a pretty stellar Academy crowd before she opened her foundation's spigot of cash.

Still, Sallie Mae CEO Albert Lord, a friend, questions her methods: Reynolds has actively sought publicity, making herself a "lightning rod." "I was reading about her in the New York Times. That's not the way you get things done," Lord says.

For years Reynolds told friends of her ambition to do just what she is doing today, spreading wealth that she helped build. Reynolds says it was during visits with Megan to Washington's signature institutions that she first pictured her life arcing to this particular peak.

"Megan has been through the National Gallery of Art so many times, the Smithsonian so many times, the Kennedy Center so many times, from birth," she says. "As I would go through there, I would just sort of envision the day when I could make a difference in those places because they made such a difference to me."

She also says: "I just have always gone to a different drummer. It's not my business what other people think of me, it's my business what I think of me."

At 44, she has time to add to her story, so she is planning another company. She's not ready to share the details, but it will involve education. And it will have a non-profit-for-profit structure, just like EduCap and Servus. She expects to do much good, and quite well.

Staff researcher Bobbye Pratt contributed to this report.