There are two films that act as necessary viewing in order to understand and appreciate the various nuances of Vincent D'Onofrio's directorial debut, the 2005 short film Five Minutes, Mr. Welles. The first is Tim Burton's tribute to a cult filmmaker and cross-dresser, Ed Wood, and the second is Carol Reed's brilliant UK noir thriller containing Orson Welles' show-stopping performance as Harry Lime, The Third Man.

The former includes a saccharine encounter between the naïve wannabe director Ed Wood, and the critically acclaimed titan of the cinematic arts, Orson Welles. Welles is played by the magnificent Vincent D'Onofrio, and voiced in a strangely perfect fashion by the multi-talented Maurice LaMarche. He sits at the back of a bar while Johnny Depp's Wood fumbles in sycophantic glee over the laid back Welles. D'Onofrio was so distraught over his lack of preparation for the part that he decided to film his first directorial effort as a correction for his performance in Ed Wood, and so he set about the creation of Five Minutes Mr. Welles.

The second of these films, The Third Man contains a bored, reckless, and all around unreliable Welles giving an astounding performance despite the distrust of nearly the entire Hollywood system, as the unsympathetic, dastardly profiteer Harry Lime. The background behind the making of The Third Man gave D'Onofrio and writer Will Conroy the story's core with which they would build upon for this short.

Filmed entirely in one room, this 31 minute box drama involves Orson Welles, played to perfection by D'Onofrio, trying to weasel his way out of learning his lines for the most famous scene in The Third Man. His secretary, played by Janine Theriault, is charged with formidable task of keeping Welles not only in line, but also on time. She rehearses his lines with him with much difficulty, and helps him to resist his impulses to artistically shape the work of the recognized genius writer, Graham Greene.