Three years ago, when Demetrea Triantafillides, Maria Triandos and Ken Arnold decided to create an independent film festival in Annapolis, they knew their success would lie in the basics: the quality of the films.

They traveled to film festivals across the country, posted news releases on film trade Web sites and placed advertisements in Filmmaker magazine. Finally, Without A Box Inc. offered to add the Annapolis Film Festival to its Web site for film festival submissions, www.withoutabox.com, accessed by more than 70,000 filmmakers worldwide each year.

"We knew we had to get filmmakers interested to have a festival," Triandos said. "Withoutabox gave us huge access."

The third annual Annapolis Film Festival (www.annapolisfilmfestival.com), which begins at 7:30 p.m. tomorrow at the Maryland Hall for the Creative Arts, reflects a successful effort by its three founders to carve out a niche on the independent-film circuit. More than 500 films were submitted to the festival this year, including more than 17 hours of short films, which Triantafillides said are "calling cards for filmmakers." Movies were submitted from as far away as Singapore, Thailand, Brazil and Italy. This year, Annapolis will host the world premieres of 20 of the 90 films chosen by the festival selection committee.

"It is really hard to get off the ground, but we just have a passion for it and want to get independent films into the area," Triantafillides said. "Each year it grows, with more people and more attendance."

As long-running festivals such as Sundance, Cannes, Tribeca and Venice become more mainstream, Annapolis is offering less-prominent filmmakers, independent-movie lovers and distribution companies a close-knit community in which to network and share ideas. The idea of a community-oriented festival is the crux of the dream shared by Triantafillides, Triandos and Arnold. The three Annapolitans wanted to introduce the filmmakers themselves -- along with great films -- to the area.

"Annapolis already has an attraction to it," Triandos said. "You want the filmmakers to show up, and ours do."

The filmmakers apparently like what the city has to offer.

"I think Annapolis is a terrific town for a festival because it has got both sophistication and a small-town feel," director Evan Oppenheimer wrote in an e-mail. "Also, with there not being that many options in the vicinity for art-house films, I think the festival fits a real need in the community."

Oppenheimer, whose feature film "Alchemy" will be shown on opening night, is returning to the festival for his second screening. "Alchemy" is Oppenheimer's third feature film, starring Thomas Cavanagh of NBC's "Ed" and Sarah Chalke of NBC's "Scrubs." "Alchemy" is a romantic comedy exploring the nature of love in the technology age. It was purchased by Disney for television after it started appearing on the festival circuit.

An important component of the festival is to draw Maryland filmmakers who are writing, producing and directing in the Baltimore and Washington areas. There is an award category for best Maryland film.

"With this festival, Maryland-based filmmakers have a forum for their work to be seen. In the long run, that is what we are all trying to do," writer, producer and actor Dan Franko said. "There are many events throughout the year, but not as many put together as well as this."

Franko's film "Full Circle," a romantic comedy about the intersecting lives of five characters, will be shown on Saturday. Franko said the quick rise and industry recognition of the Annapolis Film Festival has to do with the organizers' hard work and dedication

"They are getting top films." Franko said. "It's not too long before they are on par with Tribeca and Atlantic City."

The festival is a family affair. Triantafillides and Triandos are sisters, and Arnold is married to Triandos. Together they bring extensive film production experience to the equation.

For 20 years Triantafillides was a television producer and director. She worked for NBC on "Meet the Press," the "Today" show and "Nightly News" and worked on production teams that won three Emmy Awards for NBC's coverage of the 1992, 1996 and 2000 Summer Olympics. Triandos spent 10 years as a location scout, assistant director and segment producer for motion picture companies such as Disney and Interscope. Arnold is an actor and former minor league baseball player who is trained in production. Together they started Asteros Filmworks, a production company for government and corporate training videos, commercials and short films.

In addition to luring filmmakers, the three organizers have to attend to many other details of the festival, such as screening films, scheduling, panel discussions, Q and A's, parties and other events, booking local venues, securing sponsors and raising money.

Triandos said attendance at the festival rose from about 1,200 in the first year to 1,800 in the second. "This year we feel that we will do much better, as we are getting a considerable amount of coverage. So we are hoping for over 3,500 attendees," she said.

The first year, the directors miscalculated their target audience. They geared the festival to students and adults in their twenties and scheduled opening night for Halloween. But their audience was older, adults 30 to 40 with children and disposable incomes. They changed their marketing techniques and scheduling in the second year.

For instance, the festival directors have organized a family-friendly block of time for kids 15 and under, a foreign film block and educational programs.

In past years, film directors and distributors have led panel discussions. This year, distributors such as Newmarket Films, Avatar Films and Cinema Guild are all scheduled to attend, shopping for films to buy.

An important aspect of the festival has been its educational component. The Budding Filmmaker Program is a local summer workshop in which high school students create a film to premiere at the festival. High schools from across the country also can submit films. This year student films from Northern California, Pennsylvania and New Jersey high schools will be screened.

The Annapolis Film Festival is a not-for-profit organization that operates through "in-kind" arrangements with sponsors. Comcast is providing cable advertising, for instance, while Amtrak, Marriott and Radisson are providing travel accommodations. Video Labs Corp., with stores in Rockville and Landover, is providing the $12,000 DVD authoring package for the festival winner.

The Maryland Hall for the Creative Arts has been a partner of the festival since its inception and helps with marketing, ticketing and technical aspects. It also provides a venue for movie screenings, workshops and discussions; supplies volunteers for ticket sales, film projection and panel discussions; and makes sure the filmmakers have a good time.

Linnell Bowen, executive director of Maryland Hall, said she had been toying with the idea of starting a local independent film festival for more than a decade.

"It has always been a good idea because independent films are an art form and you can't see them. These are offbeat, and some of them never make it, but some do," Bowen said.

Triantafillides, Triandos and Arnold have a long-term vision for the film festival: to build an audience for independent films in Annapolis. In collaboration with Maryland Hall, they sponsor an independent movie night each month. They created the Annapolis Film Society (annapolisfilmsociety.org), a movie club with 20 members. Money raised by the society through dues is placed into an endowment fund for future festivals. Eventually, Triantafillides, Triandos and Arnold hope to hire a festival director and gain recognition from the Academy of Motion Picture Arts and Sciences, the group that runs the Oscars.

The directors understand that a Hollywood presence will ultimately bring national appeal. This year, Adrian Grenier of HBO's show "Entourage" stars in Ron Brown's "A Perfect Fit," to be screened Sunday night.

"We would like to be one of the destinations on the East Coast, a rival to Tribeca," Arnold said. "We are working to get better every year to get to that level."

Demetrea Triantafillides, left, Maria Triandos and Ken Arnold, founders of Asteros Filmworks, hope to make Annapolis an independent-film destination."2+1," a 2004 comedy, is among the festival's 17 hours of short films this year.