The Friends of Distinction rose to fame in the late 1960s with bright harmonies, soulful melodies, and crossover pop success. Best known for their hit “Grazing in the Grass,” they blended smooth R&B with accessible pop and sunshine soul, leaving behind a legacy that went beyond the charts. Though their time at the top was brief, their sound was influential and memorable.
| Group Name | The Friends of Distinction |
|---|---|
| Origin | Los Angeles, California, USA |
| Genres | R&B, Soul, Pop |
| Years Active | 1968–1975, 1990s–present |
| Labels | RCA Records |
| Classic Lineup | Harry Elston, Floyd Butler, Jessica Cleaves, Barbara Love |
| Major Hits | “Grazing in the Grass”, “Going in Circles”, “Love or Let Me Be Lonely” |
| Associated Acts | The Hi-Fis, Earth, Wind & Fire, The 5th Dimension |
| Known For | Harmonious vocals, blending soul and pop with rich orchestration |
Formation and Musical Roots
The Friends of Distinction formed in Los Angeles in 1968. Founders Harry Elston and Floyd Butler were former members of the R&B group The Hi-Fis, where they worked alongside Marilyn McCoo and Lamont McLemore, who would later form The 5th Dimension.
After The Hi-Fis disbanded, Elston and Butler decided to create a new vocal group. They brought in singers Jessica Cleaves and Barbara Jean Love, forming the quartet known as The Friends of Distinction.
Their big break came when football legend Jim Brown, then dabbling in music promotion, discovered the group and helped them sign with RCA Records.
Breakthrough with “Grazing in the Grass”
In 1969, The Friends of Distinction released their debut single, a vocal cover of Hugh Masekela’s instrumental jazz hit “Grazing in the Grass.” Elston added lyrics with co-writer Philemon Hou, transforming it into a vocal-driven soul anthem.
The song became a massive success:
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#3 on the Billboard Hot 100
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#5 on the R&B chart
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A staple of sunshine soul playlists
The upbeat, horn-filled track helped define their sound—layered harmonies, positive energy, and orchestral arrangements. Their debut album, Grazin’, was also a hit, peaking at #35 on the Billboard 200 and #10 on the R&B Albums chart.
Success with “Going in Circles” and “Love or Let Me Be Lonely”
The group followed up with “Going in Circles,” a slower ballad showcasing their emotional depth. It reached:
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#3 on the R&B chart
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#15 on the Billboard Hot 100
This track became a soul standard and has been covered by artists including Isaac Hayes, Luther Vandross, and Cory Daye.
In 1970, they released “Love or Let Me Be Lonely,” with Charlene Gibson temporarily filling in for Barbara Love, who was on maternity leave.
The song was another crossover hit:
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#6 on the Hot 100
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#9 on the Adult Contemporary chart
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#13 on the R&B chart
It marked their final appearance in the Top 10 but remains one of their best-known songs.
Other Charting Singles and Albums

Though they never matched their earlier success, The Friends of Distinction continued to release music throughout the early 1970s. Other modest hits included:
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“Time Waits for No One” – from the 1970 album Whatever
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“I Need You” – from the 1971 album Friends & People
Their sound evolved slightly during these years, adding funk elements and experimenting with new arrangements. However, changes in the music industry and internal challenges affected their momentum.
Disbandment and Reformation
As their commercial appeal declined, members began to leave. Jessica Cleaves eventually joined Earth, Wind & Fire and later Parliament-Funkadelic. Barbara Love also pursued other projects. The group ceased touring by the mid-1970s and disbanded soon after.
Personal tensions followed. Elston and Butler didn’t speak for years. But in the late 1980s, they reconciled and began discussing a reunion.
Tragically, in 1990, just as they were preparing to restart the group, Floyd Butler died of a heart attack in Harry Elston’s arms.
Determined to keep the music alive, Elston revived the Friends of Distinction with new members. The group continued to perform into the 2000s at festivals and oldies shows.
Legacy and Cultural Impact
The Friends of Distinction left a lasting imprint on soul and pop:
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“Going in Circles” has been covered and sampled in R&B and hip-hop tracks
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“Grazing in the Grass” remains a favorite on oldies radio stations and film soundtracks
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Their style influenced later harmony groups and fit within the broader “sunshine soul” movement alongside The 5th Dimension and The Staple Singers
They brought elegance and warmth to their music, combining layered vocals with socially conscious and romantic lyrics.
Later Lives and Passings
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Jessica Cleaves passed away in 2014 at age 65. She was remembered for her powerful voice and versatility.
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Floyd Butler’s death in 1990 cut short a hopeful reunion.
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Harry Elston has continued to promote the group’s music and legacy, occasionally performing with new members.
Despite the group’s relatively short time in the spotlight, their biggest hits have endured.
Interesting Facts
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“Grazing in the Grass” was originally a jazz instrumental before Elston transformed it into a soul-pop hit.
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Jim Brown—known mostly for football and acting—was instrumental in launching the group’s career.
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The Friends of Distinction were one of the first R&B acts to successfully blend soul with light pop and jazz influences, paving the way for crossover artists.
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Their music has appeared in films, commercials, and nostalgic playlists.
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“Going in Circles” has become a go-to song for expressing heartbreak and emotional vulnerability.
Conclusion
The Friends of Distinction brought a fresh voice to late ’60s and early ’70s soul. With vibrant harmonies and timeless hits like “Grazing in the Grass” and “Love or Let Me Be Lonely,” they earned a spot in the rich tapestry of American R&B. Though their chart presence was short-lived, their influence continues to echo through the artists they inspired and the listeners who still sing along.