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Shawn Rivera and Dion Allen formed the group as a duo in 1989. In 1991, they met Kenneth Terry. They had found not only a talented singer, but one who would become an important element in the group's distinctive sound.

Over the next few years, they recruited other members who came and went until their self-produced demo ultimately reached the hands of LaFace Records founder, Kenneth "Babyface" Edmonds. Babyface allowed them to open for his concert with After 7 and El Debarge and was instrumental in their signing to LaFace Records in 1995.

The label relocated the group from the hometown of Philadelphia to Los Angeles to work closer with Babyface. In the midst of their negotiations with LaFace Records, the group recruited Darryl Anthony and prior to recording, Marc Nelson was added as lead vocalist finishing out the perfect 5-part harmony they had been seeking.

The group saw platinum success with their eponymous debut release which included the hit love ballad "Last Night" and the historical remake of the Chicago classic "Hard To Say I'm Sorry" with Peter Cetera earning the group a nomination at the 40th Annual Grammy Awards for "Best Performance by an R&B Duo or Group".

After a decade-long hiatus, four of the original five members - Marc Nelson, Dion Allen, Shawn Rivera and Kenny Terry - reunited sparking renewed interest in Marc Nelson's effortless falsetto, Kenny Terry's expansive vocal range (from first tenor to baritone), and the group's seamless harmony.