tough flop 15/30

[PokerHorse]

here is a little ditty that came up yesterday.

I was 2 off the button and open raised with AQs. player too my left(very loose and had been getting lucky) calls.
the small blind (normal), re-raises. i decide to cap it to try and get the nut to fold. Mistake #1, he calls.

Flop / A J 10 diamonds. Not my suit. pot is big 13 bets.

The re-raiser bets. obviously a tough flop against a re-raiser firing out on the flop. I'm leaning towards folding, but the pot is big, i have aces with gut shot straight,...
but the 3 flush! How would you proceed ??