Acclaimed Melbourne painter Louise Hearman didn't have to look too far for inspiration for her entry, choosing her long time friend, photographer Bill Henson.
One particular feature of his stood out.
"He's got a great head and it's a big head and I love the way the light bounces of it and I love the way the light shines out of his brain because he's very smart," she says.
The Moran portrait prize is the country's richest with the winner claiming $150,000, which is double the prize money offered by the Archibald Prize.
Her diptych captures the famous photographer from two different angles in moments of quiet reflection against the kind of moody, dark background Bill Henson has made a signature in his own works.
"I think with paint so I didn't really have any conscious thoughts that I put into words that I wanted to do with the picture, but I think when I look back at it and when i look at the pictures I think that they sort of hopefully show the thinking behind the surface," she says.
The exhibition, now in its 26th year, attracted a record 985 entries, about 100 more than its rival, The Archibald.
Subject Bill Henson says being on the flipside of the artistic process has been exciting.
"It's a thrill. it's engrossing, it can be beguiling, fascinating. It's a terribly interesting process trying to realise these things which are a play between the physical world and the interior, the subconscious world and to see how the two collide in a picture is always very interesting," he says.
Hearman still doesn't know what she'll do with her winning pay cheque but she is sure of one thing.
"I'm living proof that money can buy happiness," she says.
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