Middle pair hits set on scary board in large pot

[sungod]

Party Poker 1/2 Hold'em (8 handed) converter

Table was typical Party, kinda loose.
Button is 67/10,5/1 through 51 hands.
UTG is 32/6,3/0,7 through 46 hands.

Preflop: Hero is BB with 8[img]/images/graemlins/club.gif[/img], 8[img]/images/graemlins/diamond.gif[/img].
UTG calls, <font color="#CC3333">UTG+1 raises</font>, <font color="#666666">3 folds</font>, <font color="#CC3333">Button 3-bets</font>, <font color="#666666">1 fold</font>, Hero calls, UTG calls, UTG+1 calls.

I wasn't too comfortable with this call when I made it, but I anticipated that it was going to be a multiway pot, and that it would be a huge payoff if I hit. So I believe this was an allright cold call.

Flop: (12.50 SB) 8[img]/images/graemlins/spade.gif[/img], 7[img]/images/graemlins/club.gif[/img], 5[img]/images/graemlins/club.gif[/img] <font color="#0000FF">(4 players)</font>
Hero checks, UTG checks, UTG+1 checks, <font color="#CC3333">Button bets</font>, <font color="#CC3333">Hero raises</font>, UTG calls, UTG+1 folds, <font color="#CC3333">Button 3-bets</font>, <font color="#CC3333">Hero caps</font>, UTG calls, Button calls.

So I flopped almost the nuts. Though with three to a straight and two to a flush I can't be too comfortable. I check to plan a check-raise as someone most certainly had to bet this flop with the action preflop.
When button 3-bets I do put him on a good hand. Even a loose person like he can get a great hand. With the action preflop I refuse to believe he has a smaller set or a flopped straight so I reckoned he had an high overpair or perhaps big broadway clubs. As UTG has done nothing but calling I can't put him on any hand.

Turn: (12.25 BB) 9[img]/images/graemlins/diamond.gif[/img] <font color="#0000FF">(3 players)</font>
Hero checks, UTG checks, <font color="#CC3333">Button bets</font>, <font color="#CC3333">Hero raises</font>, UTG calls, <font color="#CC3333">Button 3-bets</font>, Hero calls, UTG calls.

Terrible turn card. So I check. I'm not at all surprised that button bets when checked to. Still I see it as unlikely that he has a better hand then me. He could have 99, though quite unlikely. So I raise him. Much to my amazement he reraises. When he poses so much strength I decide to call him down. UTG still calls. He could be my new best friend.

River: (21.25 BB) 2[img]/images/graemlins/diamond.gif[/img] <font color="#0000FF">(3 players)</font>
Hero checks, UTG checks, <font color="#CC3333">Button bets</font>, Hero calls, UTG calls.

Not the card I needed. I wanted a full house or at best quads. I check/call here as I fear the worst and assume button will bet.

Final Pot: 24.25 BB

So, any opinions?