Elston and Butler's involvement in music entailed several groups, including the Hi-Fi's. When that group disbanded in 1966, Elston and Butler recruited Cleaves and Love for their next endeavor. Initially, Elston came up with Distinctive Friends as a name, but Love suggested reversing the words to Friends of Distinction.

After polishing their act for a few months during 1968, the Friends of Distinction 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. 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 Billboard R&B chart for 17 weeks and peaked at number five, while it reached number three on the Hot 100. The second release, "Going in Circles," climbed to number three on the R&B chart during a 19-week stay.

"Love or Let Me Be Lonely," "Time Waits for No One," and "I Need You" also charted for the group, though none was as rewarding as the group's first two hits. The group also encountered some personnel changes following the early success. Love departed, as did Cleaves, who joined Earth, Wind & Fire (and later worked with Parliament-Funkadelic and Raw Silk, among others). When Elston and Butler opted to call it quits over differences, the Friends of Distinction had seven albums to their credit, all of which were released on RCA. After several years apart, Elston and Butler overcame their differences, but Butler died of a heart attack in 1990. Later in the decade, Elston re-formed the group with Pattie Brooks, Van Jewel, and Drake Frye as his fellow performers. Cleaves died after a stroke in 2014. ~ Craig Lytle