2/5 NL Easy Lay Down?

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Hero ($700) Button
UTG ($800)
UTG+1 ($2300)

UTG limps, UTG+1 limps.
Hero limps on Button with J[img]/images/graemlins/club.gif[/img]T[img]/images/graemlins/club.gif[/img]
SB Folds, BB checks

Flp: A[img]/images/graemlins/spade.gif[/img]K[img]/images/graemlins/club.gif[/img]Q[img]/images/graemlins/spade.gif[/img] (Pot: $20)

SB check, BB check

UTG Bets $20, he's kind of a weak tight, likes to bet top pair a lot, baby raises, small bets on flop. Generally straightforward.

UTG+1 Calls $20, he's more tricky, not only does he have a ton of chips, but he's confusing. He came in really aggressively showing down some really crappy hands, but it seemed like every time he took down a big pot he had good cards and he slowplayed it when he had a hand.

Pot ($60)

Hero Raises to $50
SB Folds, BB Folds
UTG Calls, UTG+1 Calls

Trn: A[img]/images/graemlins/spade.gif[/img]K[img]/images/graemlins/club.gif[/img]Q[img]/images/graemlins/spade.gif[/img] 7[img]/images/graemlins/heart.gif[/img]

Pot ($170)

They both check to me and I bet $100

Both Call.

Rvr: A[img]/images/graemlins/spade.gif[/img]K[img]/images/graemlins/club.gif[/img]Q[img]/images/graemlins/spade.gif[/img]7[img]/images/graemlins/heart.gif[/img] Q[img]/images/graemlins/diamond.gif[/img]
(Pot $470)
UTG checks
UTG+1 bets into me $300

Two Questions:
1) What should I do?
2) How should I have played the hand differently?