Grunch:

I'm OK with the pf as this hand is easy to let go UI. On the flop, I think I raise to see where I am. If the SB 3 bets, then most limpers are gone, and I call. SB feels like a "made" hand, so I count up to 14 possible outs, but discount it somewhat in case the villian holds AA - JJ with a h. Still enough to call. HU - I'm raising his bet on the riv.

As it stands, I think UTG+1 stuck around long enough to higher flush you.