When “Waterworld” writer David Twohy found the project he was attached to direct at Disney had gone into turnaround, he could have taken it to either of two major studios that had expressed an interest. Instead he chose to make the film at Live, an independent with an unproven track record in feature films.

“Fox and Warners were both happy to make me a writer-director deal,” says Twohy. “But they wanted changes made first. That right there makes it a glorified development deal. I’ve been around long enough to know what development hell truly is, and I didn’t want to be there. Live was the first to say, ‘Let’s go.’ ”

The ability to get scripts into production quickly and without requiring consensus from endless committees is one reason independents can still attract A-level talent. But when it comes to competing with the studios in the making of A-level films, these days only a handful of independents have what it takes.

That point was made clear earlier in September by Savoy Pictures’ announcement that it was departing from its original 1993 business plan of self-funding feature films and would now be seeking partners to help spread its risk on films in its pipeline. Competition from the major studios, Savoy founder Victor Kaufman conceded, out-weighed the $225 million war chest that Savoy had raised publicly.

Still, several recent deals demonstrate that big-league projects can be originated or supported from outside the studio arena: Rysher announced plans to produce “The Evening Star,” a sequel to “Terms of Endearment,” with Shirley MacLaine reprising her Oscar-winning role. Meanwhile, Largo Entertainment finalized a four-year agreement with Ridley and Tony Scott’s Scott Free to split international rights with Disney and use overseas money to give the Scotts a measure of independence.

“You need capital, relationships and a track record,” says Summit Entertainment topper Patrick Wachsberger, a leading international sales agent. “A domestic studio relationship is also a necessity. Also you need know-how, which is something we tend sometimes to forget.”

For Mark Seiler, Capella Films prexy, quality scripts are the first and most important factor in playing in the A-level arena.

“For an independent to be successful, it needs to make a substantial commitment to the development process. The independent has to add value to the creation of material, otherwise it will be irrelevant to the key process of attaching talent to the material.”

Mark Damon of Alliance/MDP Worldwide notes that with an interesting project – and the right director – stars may be willing to accept far less than their usual asking price up front, in exchange for deferred payments.

“It makes discussing budgets misleading,” Damon says. “Instead of a $7 million film, you may find yourself talking about a $12 million film by the time all is said and done.”

Damon’s MDP recently brought “The Jungle Book” to Disney. Alliance/MDP is currently producing Alex Cox’s “The Winner” starring Rebecca DeMornay.

But even with a great script, independents may have trouble getting it off the agents’ desk and into the clients’ hands.

More than one indie film company has put a substantial pay-or-play offer on the table to a major star, only to have it used by agents to boost offers from deep-pocketed studios.

“A-level films are A-level because they have A-level talent. But indies are stymied because the agencies lack the initiative to really exploit the opportunities,” says one indie film company exec.

“Instead of looking at going the independent route as a way to secure creative independence, better back ends and potential ownership,” he adds, “the agencies dismiss it because it’s not the major studios. But smart talent is beginning to realize it.”

Independence comes easier for Rysher and Largo than for most indies, since both have rich corporate parents. Largo is a wholly owned subsidiary of JVC Entertainment – which in turn is owned by electronics giant Victor Co. of Japan. Rysher Entertainment is the 1 1/2-year-old offspring of Cox Communications, a $7 billion cable system and TV station owner.

“The factor that puts us at the top of the independents,” says Largo chairman Barr Potter, “is the fact that Largo’s commitment, plus a domestic distribution agreement, is sufficient collateral to provide production financing on a negative pickup basis. In other words, it is not necessary to pre-sell territories and collect enough contracts to use as collateral for financing. Our paper alone is sufficient.”

While U.S. distribution is a critical piece of the formula for Largo, which has an overall non-exclusive deal with MGM/UA, Rysher can greenlight projects even without a U.S. partner in place.

“We’re lucky enough to be able to shoulder a good deal of risk ourselves,” says exec VP Jim Burke. Rysher typically rents the distribution mechanism of MGM or Savoy, putting up its own coin for P& A. “We’re different from almost any other company around,” Burke says.

Live enjoys strong cash reserves and an as yet untapped $30 million line of credit that allow it to finance films without pre-selling foreign territories.

Companies that don’t have their own cash or credit to lay out for big-budget projects can look for foreign partners to bring on as equity investors. Despite the huge losses incurred by investors in Carolco, a company that specialized in these kinds of deals, there are still overseas investors ready to pony up for A-level Hollywood product.

Witness the deal film finance figure Gary Levinsohn put together to fund Terry Gilliam’s “Twelve Monkeys” for Atlas Entertainment. The film is being financed partly by Universal and partly by European and Japanese TV and film distributors – a deal so complex that it was announced as complete only after the film had wrapped.

“Two things go hand in hand to trigger deals like this,” says Atlas co-head Charles Roven. “One is a credible producing entity, and the other is a business plan that takes into consideration the concerns of the other parties putting up the money.”

Meanwhile, a year after bringing his script to Live, David Twohy is heading to Mexico to start shooting his film “Shockwave” with a $25 million budget, stars Charlie Sheen, Ron Silver and Lindsay Crouse, and his own version of the screenplay in tow.

Says Twohy, “Live is allowing me to make my picture, period.”