The Friends of Distinction are an American vocal group best known for their late 1960's hits, "Grazing in the Grass," "Love or Let Me Be Lonely" and "Going in Circles". Founded by Harry Elston and Floyd Butler, the Friends of Distinction also comprised 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.