[SoBeDude]

The button's play seems odd and opposite of good play. The problem is this. He HAS to know he's behind to the nearly all-in player. Yes the button has one card to hit 12 outs. thats almost 3 to 1 odds against him hitting.

So his 3bet isolates an opponent he's behind, and reduces the money in the pot when he does hit on the river by pushing out you - the only player who might pay him off if he does hit.

There are 7 big bets in the pot on the turn at the button's decision point, and he has to call 2 to continue. So he has the odds to make the call, but the raise must be an -EV play.

Also his implied odds are zilch. He has one opponent almost all-in, and only one other opponent who will probably freeze if the flush appears on the river. He's collecting MAX 2 bets on the river.

Bad 3bet.

As for your play, I don't think I'm folding that two pair here. Looks to me like the short stack is raising to get all in, and the button's 3bet smacks of trying to isolate an almost all-in player looking to bust out. But it is opponent dependent.

-Scott