Jim and Ann Goodnight married 40 years ago at a church in Harnett County, expecting an anonymous life. Maybe a three-bedroom house, vacations at the beach. Somewhere along the line, Jim created a computer program that changed how the world manages data -- and it made the Goodnights billionaires. They found themselves at the helm of an empire.

His Cary-based company, SAS Institute, now employs 10,000 people in more than 50 countries. And their influence stretches well beyond the business world.

The Goodnights have changed North Carolina in ways that affect every person who has visited the state art museum or sent a child to a Wake County public school.

After years of trying to avoid the spotlight, of building a private world that some call "SASland," they are, with trepidation, venturing onto the public stage and making a mark that can be etched only with great wealth.

"They understand that civic responsibility to lead," said Larry Wheeler, director of the N.C. Museum of Art, which has been a major beneficiary of the Goodnights' giving. "But at the same time, they're still the same receding, private people. They don't seek the limelight, and they don't seek the high-profile social life."

This fall, they used their might to help push through the largest school construction bond proposal in Wake County history, $970 million. Ann led the campaign, and Jim sent e-mail messages to all his 4,000 Wake County employees urging them to vote yes.

Over the past decade, they have spent millions building an art collection that will eventually belong to North Carolina, they say. They also have helped reshape the museum grounds, stepping in with a $1 million donation to tear down a dilapidated prison next door to make room for a park.

With impatience for bureaucracy and a keen sense of what the future of education should look like, they have provided money, computers and training to Triangle universities, high schools and elementary schools. They have created a private prep school as a model of their vision: classrooms where teachers engage students with technology rather than relying on blackboards and textbooks, the tools used since the Industrial Revolution.

Their other beneficiaries include soccer players, symphony musicians and politicians from both parties.

Precisely how much money they have given away is unknown because they don't publicize their gifts. Jim Goodnight said the couple's philanthropy, combined with the company's giving, adds up to about $100 million.

The Goodnights' contributions are not on a par with the largesse enabled by family-dynasty money such as that of the Duke Endowment. Nor is Jim Goodnight among the 50 most generous philanthropists in the United States. But Goodnight, who is No. 52 on the Forbes list of the 400 richest Americans, says his first priority has always been employees. And he has given far more than most of the Triangle's wealthy.

The Goodnights have taken on the role of local and global leaders while trying to be the same people they were when they began: the products of small-town, middle-class North Carolina.

The Goodnights are the state's wealthiest couple -- worth between $4.1 billion and $4.5 billion, according to Forbes -- and they have responded to the scrutiny their fortune brings by building well-fortified walls around themselves.

Years of privacy

For years, they were so private as to appear mysterious. They built a house protected by electronic gates and invisible from the road on 51 acres next to SAS' Cary campus.

They avoided interviews. Jim declined invitations to conferences. He even refused to allow his photo in SAS advertisements.

Now Jim, 63, talks to countless reporters each year and speaks all over the world. Ann, 61, sits on six business and education boards and is co-chairwoman of N.C. State University's capital fundraising campaign. They have become the most prominent donors at the N.C. Museum of Art. And both speak forcefully about their commitment to education reform.

They say they want to build a region that thrives on knowledge, where cutting-edge schools turn out workers whose ideas fuel high-tech, high-profit companies. They want their grandson to grow up in a state where more than two-thirds of students graduate from high school, a country where high-tech companies don't have to import engineers from Asia, an economy built on more than service jobs.

But ask about their personal lives, and a door closes.

The News & Observer interviewed about two dozen friends, acquaintances and former employees, and few knew details about the Goodnights' upbringing or private lives.

Even their children know little about their parents' backgrounds. Their second daughter, Susan Ellis, 36, explains that her parents left their roots behind when they started their lives in Raleigh.

"I wish I could say they talked about their childhoods, but they didn't," Ellis said. "They came to Raleigh -- that's really where they see their life as beginning. It was never easy to go back home."

Jim offers only the barest sketch of boyhood. He was reared in Greensboro until he was 12. His father was a manager for a business that home-delivered groceries. When he was 12, his family moved to Wilmington, where his father owned a hardware store and Jim worked long hours.

He said his parents were deeply disappointed when he didn't take over the family business. Neither understood his work with computers.

He had one sister, Cordelia, seven years older, with whom he says he was never close. Neither she nor his parents are living.

Asked for more details, he becomes stone-faced. He mumbles a few vague tales of fishing with his father, hunting rabbits at his grandfather's house.

Jim says later that the public sees enough of him, that his personal life is his business: "I don't want to get down to that level."

What inspired him to take on a more public role, after years of insulating himself? "I just realized it was good branding for SAS."

Why has he spent millions building a collection of paintings? "It's just an investment. Once it appreciates, we'll give it to the museum and get our money back in taxes."

Ann readily offers the basic outlines of her childhood. She grew up with two older brothers in Lillington and Fayetteville and was reared by a mother who stayed at home. Her father, a real estate agent, was a gregarious man and widely known.

She enrolled at Meredith College in Raleigh in 1963 and while there met an NCSU senior named Jim Goodnight. Three years later, she transferred to N.C. State and they married. No one knew what software was in those days.

She describes a marriage of simple routines that have changed little over the years: reading the paper over breakfast, lunching together when they can, hashing out the day's events each night. Neither she nor her husband allows outsiders to scrutinize their 43-year relationship.

"I feel we've both grown," Ann says and changes the subject.

Many say that wealth hasn't changed the Goodnights.

"They're still the most humble people," said their oldest daughter, Leah Goodnight, 38. "They live extremely simply. Dad still takes the big trash bags every other day to SAS. They go to Sam's Club."

They don't have servants or chauffeurs. They do their own grocery shopping. A housekeeper comes twice a month, and Ann does the rest of the cleaning and all the cooking.

That is not to say they live just as the rest of us do.

Their Cary home is valued at $2.2 million, and they own homes in Wrightsville Beach and Steamboat Springs, Colo., where they ski twice a year and spent this Christmas. They travel the world in three SAS jets. Jim spends weekends on the golf course, sometimes making business deals on the greens.

Ann turns out stylishly dressed whenever she leaves the house. And, as arts benefactors and education leaders must, they regularly attend black-tie galas.

Grad-student wages

When Leah was born, in 1968, the family's one-bedroom apartment was so small that they had to set up a nursery in a closet. For five years, they made do on graduate student wages.

In 1971, Jim got a job with the N.C. State statistics department, working on a project called the Statistical Analysis System. The goal was to create software to analyze agricultural experiments.

When Jim and three co-workers incorporated SAS in 1976, he merely hoped to make as much as his university salary, less than $28,000 a year.

The company's software was quickly recognized as a revolutionary data management tool. It could sort the results of drug trials, analyze insurance claims, catalog personnel information, even help manage the U.S. Census.

In the late 1970s, with fewer than 50 employees, SAS bought a tract off Interstate 40, at Cary's northern edge. And the Goodnight kingdom took root.

Jim quickly established himself as the company's leader, and two founders, Tony Barr and Jane Helwig, left in the early years.

Barr, who invented the original SAS software with Goodnight, said he sold his share because he found Goodnight controlling and difficult to work with. Barr, who now runs a software company in Florida, refused further comment, saying it was "not a Christian thing to do."

Helwig, now a doctor in Virginia, declined to comment.

Another founder, John Sall, still owns one-third of the company but has ceded management to Goodnight. He is a co-investor in almost all of Goodnight's projects and still works at SAS, but he is rarely seen in public. Goodnight says he and Sall are not friends and have little contact. Sall did not return phone calls.

With Goodnight as president and CEO, the SAS campus has grown to 300 acres and 19 buildings, and the company has come to be known as a sort of worker's nirvana. Enormous metal sculptures glint in the sunlight -- in 30 years, the company has amassed 5,000 pieces of original art to decorate its 400 offices. Neatly mowed grass and pruned shrubbery cover roadsides. Glass buildings perch atop wooded hills.

Employees have free access to an on-site health clinic, a fitness center and an indoor pool. The company provides on-site hairdressers, physical therapists and day care for $350 a month. In two cafeterias, employees buy gourmet food at discount prices, get free drinks and eat to the strains of live piano music.

Inside the buildings, plants are always green, tended by a nursery staff and nurtured in an on-campus greenhouse. Glass bowls are full of M&Ms.

The Goodnights have personally overseen virtually every decision about the company's amenities and decor. They have created their own universe.

"There has to be a sense of isolation," said Betty Fried, who headed SAS' public relations staff before retiring in 2002. "You never really know if people like you for who you are or what you can do for them."

Jim has become accustomed to being the most powerful man in the room. Entreaties for business loans, offers of multimillion-dollar land deals or art purchases, pitches for new products leave him unruffled. He makes decisions quickly, answering many e-mail messages with one of two words: "OK" or "No."

"He's very self-confident," said Wheeler, the museum director, who has known the couple nearly 10 years. "He has a right to be: Look all around him and you see his kingdom."

David Miner, a former state legislator from Cary, remembers a Republican fundraiser in the fall of 2002. He and Jim Goodnight were among about a dozen attendees invited to a private meeting with Dick Cheney.

The Iraq war had not begun, and Cheney was explaining why the United States had little choice but to invade. Everyone was nodding politely.

"Cheney is sitting there, the vice president of the United States, and he's making his case, and Dr. Goodnight interrupted him, and he said, 'How do you know these things?' " Miner said. "There was a silence in the room because everybody was stunned."

Influence spreads

For years, the Goodnights stayed ensconced within the private world of SAS.

Jim devoted virtually all his time to managing the business, and Ann forged her own role. She created a full-time job for herself overseeing the company's philanthropy, and her critical eye has judged virtually every piece of art on campus.

But, inevitably, their influence began to extend outside the company's gates.

Looking to invest company profits, Jim Goodnight teamed with developers Tim Smith and Julian "Bubba" Rawl. Goodnight was the key investor in Preston, the golf course community that has come to define Cary's aspirations. He and Sall are still the owners of Prestonwood Country Club, where he spends many weekends on its three 18-hole courses.

SAS money has backed every project Smith and Rawl have developed -- thousands of homes and shopping centers in Wake County and beyond.

The Goodnights took an even bigger step outside the business world in 1997 when they opened Cary Academy, a private school where every student has a laptop and a Web page.

At the time, they were dissatisfied with their son James' education. They said his teachers at Martin Middle School had classes so large they hardly knew students' names and struggled to hold students' attention with outdated materials.

They say they built Cary Academy as a model, intended to prove to public educators that technology in schools works. Today, Cary Academy's 700 students pay an average of $16,000 each to attend classes in a cluster of neoclassical buildings. Encouraged by their success, the Goodnights didn't stop at building a school.

In 2003, they decided it was time to get rid of the ugly abandoned youth prison obstructing the art museum's park expansion. The Goodnights wrote a check from SAS for $1 million, and it disappeared.

About the same time, Ann decided that the Triangle needed a hotel to impress visitors and lure business. In January, a hotel and spa with aspirations for a four- or five-star rating will open at the edge of the SAS campus.

Ann has chosen everything about the looks of the six-story hotel, including earth-tone uniforms, original art and wetlands built outside. She flew to a Dallas quarry to pick out a specific shade of limestone for flooring that would shimmer in the dark.

While she is often warm and always polite, she can cast an imposing look of displeasure -- as her hotel managers and others have learned.

Art benefactors

Ann's taste isn't just furnishing hotel rooms. In the past decade, it has started shaping the state's art collection.

The Goodnights' interest in collecting started with Jim's desire to cover office walls. In 1998, Wheeler persuaded Ann to join the art museum foundation's board. Within two years, she was chosen president of the board and ran it in a hands-on way for the next three years.

By the time she rotated off the board in 2005, in addition to removing the prison, the Goodnights had helped pay for a conference on the park expansion, hosted a fundraiser and, through SAS, donated $1 million to establish a gallery. In 2007, they will start raising millions for a museum endowment and have promised to contribute an undetermined amount to that campaign.

Wheeler also struck an arrangement with the couple: They would buy paintings the museum could never afford, with the understanding that someday they would be donated. So far they have bought about a dozen, including a Monet and a Wyeth.

That is why, on a sunny afternoon in December, curator John Coffey is knocking at the Goodnights' front door.

He helps the Goodnights select paintings, choosing them to fit rooms in their 7,500-square-foot lakeside house. Modeled after a plantation home, the house is ornate but not opulent with oak paneling, antique armoires, brass fixtures and crystal lamps.

Coffey arrives with bags of art books and photographs, and they sit knee-to-knee on a red couch.

"I just thought maybe in the dining room," Coffey says, holding up a negative of a portrait. He says portraits would complement their landscapes and still lifes.

Ann is noncommittal. She would be interested in paintings with children, or faces with character or women painted softly and elegantly.

"OK, I'll make a note of that," he says.

"I enjoy seeing these in museums," she says. "I'm just not sure I'd want to see them every day."

Ann says she has learned most of what she knows from Coffey -- and is still learning. A few years ago, she passed over a painting by renowned American landscape artist John Sloan. Since then its value has at least doubled.

"It slipped right through the fingers," Ann says, laughing. "You'll just have to keep working on me, John."

Into the public arena

The Goodnights' art collecting, like most of their work, has happened within their own world, according to their rules. But this year, they took an unusual step: They ventured into the fray over public school funding.

A $970 million bond issue -- enough to build 17 schools, renovate 13 others and repair another 100 -- was on the table in Wake County. School leaders said the money was desperately needed to keep up with surging student enrollment. But a contingent of residents, angry with the board's spending choices and its plan to start mandatory year-round schools, were vowing to defeat it.

In the spring, Ann got word that bond supporters wanted her to help lead the campaign, in part because she had been the co-chairwoman of a much less contentious bond campaign in 2003. "When I received that call, I didn't hesitate," Ann said.

Her move onto the center stage of politics surprised her daughter Leah.

"This past year, she's pushed herself into areas where she's not comfortable," Leah said. "I think, like me, she's a shy person, but she's putting herself out there to help the cause."

Ann took on the role of campaign leader with gusto, giving newspaper interviews, debating the bond proposal on the radio, hosting rallies -- even persuading Jim to speak at one and writing his speech.

But she inflamed the anti-bonds side with an off-the-cuff remark to an N&O reporter. Reacting to a poll indicating that voters would reject the bonds, Ann said she was frustrated that "people don't get it."

The comment opened the door for critics. Newspaper letter writers, talk radio callers and bloggers all took shots, some portraying her as a "billionairess" who couldn't speak for the working class. Others claimed the Goodnights were pro-growth because they own so much real estate and would benefit if fast growth continued.

Ann acknowledges it was the first time she had received such intense public criticism. But she said it was worth it.

She turns uncharacteristically eloquent when she says she was inspired by those who pushed for the then-unpopular merger of the city and county school systems 30 years ago. "We have been warmed by a fire that others made," she says. "And it was up to us to keep that fire burning."

Bill Atkinson, president of WakeMed and co-chairman of the bonds campaign, said the public potshots never seemed to discourage her.

"She is passionate about the things she believes in," Atkinson said. "She is very giving of her time and energy. There's no way to understand the resources she has at her fingertips by her demeanor -- she is a humble, caring, giving person."

The Goodnights' role in the campaign raised their profile and brought more of the kind of fame that makes them uncomfortable.

Ann says she cringed when her name was called over a loudspeaker at a North Hills store where she was Christmas shopping earlier this month. But she left with her spirits bolstered because, she said, several people walked up and thanked her for her work on the bond campaign.

Jim has a harder time getting used to the attention. He says he relishes trips out of town, where no one knows him.

Reluctant socialites

One evening earlier this month, the Goodnights were mingling in the lobby of the N.C. Museum of Art. It was the dinner event of the season for the museum's largest donors. The clink of cocktail glasses and the strains of a harp filled the air.

Jim had donned a freshly pressed tuxedo and was laughing conspiratorially with other men. Ann, dressed in a tasteful tailored suit, was accepting hugs from friends.

But before long, Jim slumped on a bench and confided, "I hate these things."

After a few minutes, he rejoined the crowd. Soon, they were herded toward the auditorium to hear about the museum's new fundraising campaign. On their way to their folding chairs, a photographer stopped the Goodnights.

They gamely circled their arms around each other and smiled brightly as the camera flashed.

(Staff researcher Lamara Williams-Hackett contributed to this report.)