biggest laydown I've made in a while

[Jon34]

UB .50/1 NL, I'm in CO w/ red fives.
folds MP (160+) limps, I (~100) limp, BB (~$25) checks.
Flop is 5[img]/images/graemlins/spade.gif[/img] 7[img]/images/graemlins/club.gif[/img]9 [img]/images/graemlins/club.gif[/img]
BB bets 3.50 (autobets pot), MP smooth calls, I raise the pot, since its too coordinated for my tastes, so I raise it to 14 more.
EP folds. MP reraises (!), makes it 35 for me to call. he has me covered. I fold. Thoughts?

mine:
<font color="white"> The only hand I have beat is 97, and it still has outs on me. He probably has 68, maybe 77 or 99. in any case, on a board like that facing a slow play from the only bigger stack, my hand looks less appetizing. FWIW, I asked him what he had later, but he said he didnt remember, of course. Shortly after that he started to run over the table, which makes me think I might have been wrong. Help is much appreciated. </font>