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The flop was fine. I would also be scared by the SB since we flat called the flop and then woke up on the turn. I wouldn't necessarily think he had a straight, but a set or higher two pair seems possible (a set could be scared by that flop). Unless you had a good read on him, your play was fine, I think. Against the made straight you have about 30% pot equity, when you need 33% for a call. Against top set, you have 20%. So, you can only call if he might bluff or bet a draw in this spot (or if he's bad and will bet bottom 2 pair or something).