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.