Eddie Kendricks and Paul Williams started singing together in church as children. By their teenage years, they formed a doo-wop quartet in 1955 with Kell Osborne and Wiley Waller, naming themselves the Cavaliers.  After Waller left the group in 1957, the remaining trio left Birmingham to break into the music business. The group settled in Detroit where they changed their name to the Primes under the direction of Milton Jenkins. The Primes soon became well known around the Detroit area for their meticulous performances. Jenkins later created a sister group, The Primettes, later known as the Supremes. Kendricks was already seen as a "matinee idol" in the Detroit area while Williams was well received for his baritone vocals. Texas teenager Otis Williams moved to Detroit as a youngster to be with his mother.  By 1958, Williams was the leader of a vocal group named Otis Williams and the Siberians. The group included Elbridge "Al" Bryant, James "Pee-Wee" Crawford, Vernard Plain and Arthur Walton. The group recorded a song, "Pecos Kid" for a label run by radio deejay Senator Bristol Bryant. Shortly after its release, the group changed its name to The El Domingoes. Following this, Montgomery native Melvin Franklin replaced Arthur Walton as bass vocalist and Detroit-born Richard Street (claimed by Melvin Franklin to be his cousin) replaced Vernard Plain as lead singer. Signing with Johnnie Mae Matthews' Northern Records, the group had their name changed again to The Distants.  The group recorded two Northern singles including "Come On" (1959) and "Alright" (1960). Between these releases, Albert "Mooch" Harrell replaced Pee-Wee Crawford. "Come On" became a local hit and the Warwick Records label picked the record up for national distribution. Following the release of "Alright", Matthews appointed Williams the group leader, and the group's name was changed to Otis Williams & The Distants. During this period, both the Primes and Distants were influenced by other vocal groups including the Miracles. Other inspirations included the Cadillacs, Frankie Lymon & the Teenagers, the Drifters, and the Isley Brothers. Though "Come On" was a local hit in the Detroit area, the Distants never saw much record sales and "Alright" was not as successful. After receiving an offer from Berry Gordy to sign with Motown Records, the Distants got out of their contract with Northern Records. However, Mooch Harrell and Richard Street shortly departed from the group and the remaining members lost use of the Distants name. Richard Street later formed another Distants group who recorded for the Thelma label in the early 1960s.

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