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Known best for their pop smash "Grazing in the Grass," the Friends of Distinction were founded by Harry Elston and Floyd Butler, also including Jessica Cleaves and Barbara Jean Love (plus Charlene Gibson, who replaced Love during her pregnancy). Elston and Butler's involvement in music entailed several groups, including the Hi-Fi's, Ray Charles' backing band. When the group disbanded in 1966, Elston and Butler recruited Cleaves and Love for a new band; initially, Elston came up with the name Distinctive Friends, but Love suggested reversing the words to Friends of Distinction.

After polishing up their act for a few months during 1968, the group hit the local tour circuit in Los Angeles. With well-developed talent and the support of a well-known manager, former football great Jim Brown, the group signed with RCA Records. In 1969, the group released its first single, "Grazing in the Grass." Originally recorded by famed trumpeter Hugh Masekela (Elston wrote the lyrics to Masekela's trumpet lead), the song became a smash hit. It graced the R&B charts for 17 weeks, peaking at number five. Four months later, the second release, "Going in Circles," surpassed its predecessor. It climbed its way to number three after a prosperous 19 weeks.

Three more singles charted for the group -- "Love or Let Me Be Lonely," "Time Waits for No One," and "I Need You" -- though none was as rewarding as the group's first two hits. The group encountered some personnel changes following the two smash hits. Jessica Cleaves and Barbara Love both departed the group, with Cleaves joining other R&B acts (Earth, Wind & Fire, Parliament, etc.). After the release of their fifth and final single, the decline of Friends of Distinction was on the horizon, but not by their own doing.

By the mid-'70s, the group's well had run dry. With more than five years elapsed since their first release, Elston and Butler called it quits. The two parted ways and didn't speak for several years. When they finally overcame their differences, however, Butler died of a heart attack -- in Elston's arms. In 1996 Elston ultimately accomplished what he and Butler had agreed to do: he re-formed the group with new members Pattie Brooks, Van Jewel, and Drake Frye. ~ Craig Lytle, Rovi