PORTLAND, Ore. – With less than 30 teams remaining in the 2012 NCAA Tournament, the VCU men's basketball team displayed toughness and athleticism all night long, holding one of the top offenses in the country to just 63 points on the night.

Unfortunately for the Black & Gold, that was two more points than they could put on the scoreboard as the 12th-seeded Rams fell 63-61 to fourth-seeded Indiana in the Third Round of the NCAA Tournament. VCU's season comes to a close with a record-setting 29-7 record.

"I'm incredibly proud of our guys. They really battled and played hard all night," Head Coach Shaka Smart said. "I really believe that not so much relative to what we thought, but relative to everyone else's expectations, this team had an unbelievable year, and really overachieved in a lot of ways."

VCU held a five-point lead with 2:27 left in the contest, but Indiana locked down defensively and put together a 7-0 run capped off by a jumper from Will Sheehy with 12.7 seconds. The Rams had a play set up perfectly with junior Darius Theus driving the lane and penetrating to an open look for sophomore Rob Brandenberg, but it rimmed out, giving the Hoosiers a berth in the Sweet 16.

"That's a play that we run in those clock down situations all the time in practice," Smart said. "I told our guys they did a phenomenal job of executing, but unfortunately the shot just didn't fall. I'll take that shot from Rob any day of the week."

Senior Bradford Burgess saw his career come to a close with a team-leading 15 points and seven rebounds, while knocking down four three-pointers. Brandenberg finished with 13 points, three assists and two steals. Junior Troy Daniels was the third Ram in double-figures with 10 points, including two three-pointers, which gave him the single-season record for treys with 94.

"It's tough to talk about right now, because this just really stings," Brandenberg  said. "But once time goes on, we'll be able to look back and appreciate each other and appreciate the season we had. I'm not sure when that time will be, but it's going to take some time."

Being the ninth-youngest team in the country didn't bother the Rams as they reeled off a school-record 29 wins, breaking the mark set by the 2006-07 and 2010-11 squads. It is also the second-most ever posted by any team from Colonial Athletic Association.

"We knew early on that we had special players on this team and entered each game with the mindset that we could win every night," Burgess said. "I'm really proud to be a part of this team and program. I love every guy in this locker room and really believe that the future is bright for all of us."

The game started as competitive as they come with seven ties and eight lead changes over the first 15 minutes, but two jumpers by sophomore Juvonte Reddic sparked a 9-0 run by the Black & Gold to give VCU a 42-33 lead with 1:47 left in the first half.

However, Christian Watford made sure the Hoosiers were within striking distance at the break, connecting on two three-pointers in the final 1:15 of the first half to send the teams into halftime with VCU leading 42-41.

The second half started much like the first, but with more defense on display than offense until Brandenberg and freshman Treveon Graham canned back-to-back treys to help VCU build a 57-48 cushion with 12:28 remaining.

Indiana would slowly chip away at the lead and eventually take the lead after Sheehy hit his jumper in the final minute, setting up the Rams final play.

"This game was everything we anticipated and more," Indiana Head Coach Tom Crean said. "We knew VCU was really good on film, but they were even better in person. Their aggressiveness, their athleticism, the toughness they played with, they are a terrific basketball team."

Burgess is the only player not returning for the Rams next year as VCU will be back to seek a third straight NCAA Tournament appearance under Smart and staff, who have won 84 games in their first three seasons at the helm of the Black & Gold.