WACO, Texas - Midwestern State battled Baylor tooth and nail through the game Thursday night at Ferrell Center.

The Mustangs surged ahead on back-to-back possessions as Michael Loyd canned a 3-pointer and Deuce Nichols buried a jumper with 8:37 to give MSU a slim one-point lead.

But the Bears controlled the glass by a 12-2 count over the final eight minutes of the contest to pull away for a 68-59 exhibition victory in front of 5,510 fans.

"It was a neat environment to play in," MSU coach Grant McCasland said. "To be fair, they are not a Top 20 team without LaceDarius Dunn and were short-handed in areas, but I liked the toughness on defense and they way we competed against a Big 12 opponent. I was proud of the way we worked."

The Mustangs were plagued by the whistle suffering through 35 fouls as four players fouled out of the contest including starting forwards Charlie Logan and David Terrell and reserves Keonte' Logan and Darrick Thomas.

"Sometimes when you're on the road, you don't feel like you necessarily get the calls that you think you should, but that's something you have to learn to work through," MSU assistant coach Nelson Haggerty said.

The Mustangs trailed by as many as six points in the first half after Baylor's J'mison Morgan hit a pair of free throws to give the Bears a 17-11 advantage at the 11:17-mark of the first half.

MSU rattled off the next nine points keyed by 3s from Kevin Loyd and Deuce Nichols to give the Mustangs their biggest lead of the game at 20-17 with 7:48 to play in the opening half.

That would be the Mustangs' last made trey until Michael Loyd's 3-pointer over midway through the second half as Baylor's length and zone defense held MSU to a 3-for-20 shooting performance from beyond the arc for the night.

Terrell, a junior transfer from Morehead State, paced the Mustangs with 10 points, five rebounds and six steals before fouling out in 19 minutes.

Junior transfer Thomas Colbert also pitched in 10 points and eight rebounds off of the bench while senior Chris Hagan tallied nine points, three rebounds, three assists and three steals.

A.J. Walton led Baylor with a game-high 14 points while Morgan added 12 points and 10 rebounds.

Midwestern State goes from the Big 12 to the Big 10 as it faces Purdue Tuesday night in West Lafayette, Ind. Tipoff is set for 7 p.m.