I think you need to cap this flop ... if villian bets into on the turn it's a tough call, but I would probably just call down, esp. since UTG could easily be in there on a flush draw (if you had the Ah, easy turn raise I think).

As far as how you played it ... the vilian donk-bet scared me & makes me think retarded 2-pair or a set of 2s ... or just a slow-play on his flush ... either way I'm thinking it's something that can beat a single pair & i don't mind just making an overcall.