Eric Raingruber and Sean Stencil have been following their star for 20 years.

   The childhood friends' dreams have reached the mountaintop in the movie "Jackpot." The full-length feature finished principal filming last week.

   Cornerstone Studios, their Modesto film company, used local homes, attorneys offices, Gottschalks, Turlock High, Oakdale's Hershey plant and Yosemite National Park as backdrops for the story of a teen-ager's lottery windfall.

   It may be a little independent movie but it is kindling some mighty big dreams. While there may or may not be a pot of gold, the cast and crew can see plenty of rainbows worth chasing. Among them:

   * One member of the cast, Modestan Ben Dunn, is going directly into production in a Steven Spielberg film.

   * Amanda Loncar, the film's central character and star, is going to the Actor's Workshop in New York to pursue a career on Broadway and in Hollywood.

   * The film's digital technology reportedly is being eyed, almost coveted, by mainline studios and their directors.

   * Producer Raingruber is hoping to sell the film to a major distributor and then make a deal that would include another five features.

   For Raingruber and director Stencil, the road to filmdom started when they were ages 10 and 11. "Sean and I talked about 'Star Wars' and decided we wanted to make movies," Raingruber says. "Our first epic was a 20-minute soundless epic, 'Robin Hood.' "

   After graduating from Davis High School and Modesto Junior College, Raingruber attended California State University, Stanislaus. Stencil, a year behind his friend in school, graduated from Biola University and lives in Escalon.

   "We realized early that quality and family films were disappearing. What was being promoted by Hollywood was excessive violence and decaying morals," says Raingruber. That was in spite of Hollywood's own financial interests. Raingruber cites figures that say "G" and "PG-13" films made more money in the 1980s and '90s than their "R-rated" adult cousins.

   The Cornerstone vision, says Raingruber, always has been to film stories that deal with redeeming values. "Jackpot" was a natural.

   The germ of the idea that became "Jackpot" began more than four years ago when executive producer Jerry Morgan was working as a makeup artist on a television pilot, "The Cylinder."

   "One of the guys on the film said they don't write the kind of films that they used to," recalls Morgan, whose makeup and special effects credits include "Planet of the Apes." Morgan set out to prove he could write a good, old-fashioned story.

   Meg Patterson was hired to turn Morgan's idea and early outlines into the final script. This is her first screenplay and she won the job by impressing the producer and director with a short scene treatment she wrote as an audition.

   Patterson also has another link to the film -- her husband, David, was chief photographer. The Pattersons split their time between Modesto and Cold Springs. During the summer, they run the outdoor amphitheatre at Pinecrest, where their main attractions are family films.

   Patterson says the end of filming was like the birth of a baby. Her pains are over.

   But Raingruber says for him and a few others, the end of filming was not a climax, just an intermission. Still ahead is editing, promoting and selling the film.

   "Jackpot" already has come further than he thought it would. When Morgan first approached him, Raingruber politely told Jerry how much money he'd have to raise to make the picture. Then Raingruber promptly forgot about it.

   "I really never thought he'd do it," says Raingruber. "Then he shows up again, and he's raised the money. It was time to make the movie."

   When you talk about independent movies on a shoestring budget, comparisons to the plot of "Bowfinger" inevitably follow. Mention of Steve Martin's parody of the flim-flam side of small films makes Raingruber wince. "I hope we're not like that. But there were some insurmountable problems that I just didn't know how we would overcome. But everything seemed to be there just when we needed it."

   Another critical element in "Jackpot" is cinematographer Hugh C. Litfin, whose credits include director of photography on five features.

   Litfin is also a regular part of the Cornerstone Studio team which has headquarters in Modesto. Litfin was crucial, Raingruber says, because he gives the film credibility and his skill ensures that this low-budget film won't look small on the big screen.

   Litfin, who lives in Stockton, remains in demand in Hollywood, so much so that he will soon move back to Los Angeles.

   One reason demand for his services may increase is "Jackpot's" pioneering technology. It is expected to be the very first theatrical film to be shot with digital cameras and transferred to film. The lower cost of digital filming and editing has created a very eager audience of directors and producers hoping to capitalize on "Jackpot" technology, if it works on screen.

   The cast is breaking new ground and hoping people notice. Loncar is effusive in her love for the people on the set in her first film. "These are the nicest people I've ever known," Loncar says.

   The 18-year-old Sacramentan will leave for New York next month. She hopes to again play Ophelia in "Hamlet," a role she performed in Sacramento community theater. She also has done commercial work in Sacramento television.

   She says she is going to New York to learn more about acting, her only ambition. "I hope the film is huge and I get calls to do more. Even if I don't I'll still audition for plays," Loncar says.

   Raingruber vouches for Loncar's talent. "We hired her because of her audition, not her resume."

   Building resumes and gaining contacts and experience was part and parcel of "Jackpot."

   Curt Herrington of Oakdale is a graduate of San Francisco State film school. "Jackpot" is his first professional work. As a grip, he who helps with lighting or sound equipment. Herrington made it night at noon and held a branch in a blacked-out cubicle to simulate the wind blowing it against a window at night. As Herrington tells it, the temperature outside was 105. In his blacked-out work area under blue lights, the heat reached 125 degrees.

   One member of the supporting cast, Rochelle Phillips, has a very modest hope. "I hope when it comes to the theater, people recognize me," says Phillips, 16, a Davis High School student who plays Amy, Jenny's (Loncar) best friend in the movie. Her blond hair was dyed red for the film. She's dying her hair "blonder" now and is leaving friends and Modesto behind. Her family will move to Colorado before school resumes in September.

   Bragging rights for kicking down the biggest door go to 11-year-old actor Ben Dunn. The Modesto boy had small roles on television before "Jackpot." He will report to work Monday at George Lucas' Skywalker Ranch. The family is under orders to say only that the work is in a Steven Spielberg film.

   DeAnna Dunn says her son originally was just an extra. She won't say more but the "extra" is scheduled for 14 days of filming before a blue screen.

   According to several entertainment writers and the Dreamworks studio Web site, the only film Spielberg will be working on for the next several months is known as "AI" or "Artificial Intelligence." The lead character is a robot who looks like a little boy and is adopted by a human mother. The lead character is supposed to be child star Haley Joel Osmond, who played the haunted boy in "The Sixth Sense."

   Ben says he has wanted to be an actor since he was 5. "I saw 'Getting Even With Dad,' and I totally wanted to be like Macaulay Culkin. I even combed my hair like him."

   Mom didn't give in to Ben's pleadings until after he turned 8. "We have an agreement," DeAnna says. "We'll only do this for as long as it's fun."

   When her car's air conditioning broke down in 100-degree heat on the way home from filming, a sweating and overheated Ben turned to his mom and said, with a wink, "This isn't fun."

   Not all aspects of celebrity agree with Dunn. The day after classmates saw him in a "Nash Bridges" episode, Dunn called home at lunch. "He wanted to come home," said his mother. "He had had enough attention and people calling him 'Joe,' the name of the character he played."

   Director Stencil is directing his first feature-length film after working on numerous shorter projects, many for commercial clients. Anxious to bring family values back into films, he sees "Jackpot" as a cross between "Spitfire Grill" and "It's a Wonderful Life." He nervously adds that "Wonderful Life" was a box-office bust before it was a classic.

   "Jackpot" and its cadre of investors may be working with a safety net. Raingruber says cable TV networks offer a chance to recoup costs and return a profit. Raingruber will not talk about what the film's bottom line is because buyers use that against filmmakers.

   He hopes the movie can "stand on its own merit" and give a boost to another five theatrical projects in Cornerstone's pipeline.

   Raingruber would call "Jackpot" a good film, period, rather than a good family film -- Hollywood's epitaph for dozens of G-rated features that weren't tethered to the Disney lifeline.

   But Morgan, the film's executive producer, neither minds the family label nor covets a Disney connection. "If you say to me you have to have the Disney name to launch a successful family film, I'll tell you I don't believe it," Morgan says.

   At age 62, with credits that include playing bass behind Ricky Nelson and doing makeup and special effects work on "Planet of the Apes," Morgan believes in the company he's now keeping.

   "Spielberg and Lucas started out with small budgets; this is the next generation of Modesto filmmakers," he says. "If people had listened to the skeptics and experts we wouldn't be flying or have electricity today."

   The film company is doing what it can, with what Raingruber believes is a God-given opportunity. "We've taken a hard road and long one," says Raingruber. "What we did as kids and what we now are is connected. What we saw as kids is important and what kids see today is more important. We want to make a difference in the lives of ordinary people."

   "Jackpot" is expected to be ready for release by November.