George Washington kept hanging around, refusing to let Memphis pull too far ahead.
The Colonials just couldn't come up with the one shot they needed to prolong their first NCAA tournament visit in seven years.
Isaiah Armwood scored a season-high 21 points in ninth-seeded GW's 71-66 loss to eighth-seeded Memphis in the second round of the East Regional.
Armwood picked up his fourth foul with 12:02 remaining for GW (24-9), which was just 2 of 12 from 3-point range yet never fell behind by more than 10 points.
"It definitely changed my defense, because when I'm on defense, I'm usually active. I couldn't foul,'' Armwood said. "It definitely hurt us because I gave up some layups that I don't usually give up.''
Leading scorer Maurice Creek - who averages 14 points - finished with nine on 2-of-13 shooting for GW, but he airballed a 3-pointer in the final seconds that would have tied it.
Michael Dixon Jr., the top sixth man in the American Athletic Conference, scored 19 points and hit four free throws in the final 10 seconds for Memphis, which never trailed.
Joe Jackson added 15 points for the eighth-seeded Tigers (24-9), who are halfway to Geron Johnson's post-AAC tournament guarantee of two wins in the first weekend of the NCAAs.
"As long as we think big and we play hard, the sky's the limit,'' Jackson said. "We've just got to continue to think that we can get there. We've got to know we can get there.''
They entered the tournament having lost three of five to fall out of the national rankings, and shot 49 percent in this one but struggled to put GW away until the final seconds.
Patricio Garino added 10 points for the Colonials, who were making their first NCAA tournament appearance since 2007 and hung around all game before making a final late push.
They had the ball down 67-64 after Jackson threw the ball away with 1:16 left.
But Creek's jumper in the lane was short and so was Nemanja Mikic's 3-point attempt from the right wing with less than a minute remaining.
"I think if we would have tied it, the momentum was sort of shifting and maybe we would have tied it, had some time outs and things would've been different,'' GW coach Mike Lonergan said.
Crawford missed a 3 for Memphis with about 30 seconds left and the rebound went out of bounds off Jackson with 26.6 seconds left.
Joe McDonald beat Crawford off the dribble for a layup to make it 67-66 with 13.6 seconds left, and the Colonials fouled Dixon with 9.6 seconds left.
Dixon hit both free throws and the Colonials called a timeout to set up their final possession.
McDonald dribbled a few seconds off the clock before passing to Creek, whose final 3-pointer with about 3 seconds left left failed to draw iron.
"A shot I usually hit,'' said Creek, a 41 percent shooter from 3-point range.
Dixon added two more free throws with 0.4 of a second remaining for Memphis, which could never push its lead past 10. Its last big lead came on Dixon's jumper from the corner with 9 minutes left.
Creek hit a 3-pointer - GW's second, and last, of the game - before GW's 1-3-1 zone forced a turnover and Garino made a layup to make it a 64-62 game with 2{ minutes left.
Out of a timeout, Memphis worked the ball to Dixon - who buried an open 3-pointer from the right wing and kept his shooting hand aloft for an extra moment.
At the time, that seemed like the dagger - but the Colonials kept scrapping.
"They made a run at the end,'' Dixon said, "but we never got flustered or rattled.''
Both teams weren't especially good behind either line on the court: Memphis was 11 of 16 from the free throw line and hit just 27 percent of its 3-point attempts, while GW was 14 of 24 from the free throw line in addition to its poor 3-point shooting.
"They've got a good inside-out punch,'' Jackson said. "Fortunately, we kind of stopped them from shooting 3s because it probably would have been a long night for us.''
