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Reads would be useful here, as you could have the best hand versus the nearly all-in guy and the Button (who could have AK or even AQ/TT) on the flop. I'm tempted to cold-call, but that's about the worst flop I can imagine under the circumstances, so the fold does seem sensible to me -- especially if your opponents are players who will respect a preflop cap and a very scary board.

Edit: Checking the flop does kind of open up a vaccuum, though, for other people to step in and get aggressive. I'm not sure I'd want to do that, in this spot.

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read utg+2 is a typical 5-10 semi-passive, semi-loose, two big cards, two suited cards kind of player
read on mp3 is loose, passive.(46 vpip, 6% raisepf, .55af) put his raise on good ace, mid/high pocket pair.
button is (12 vpip, 5.8 raisepf, 1.76 af). I put him on premium pair, chance of ak.
I read mp3 and button observant enough to know my cap means AA, KK. QQ unlikely