Trouble with Axs

[DoomSlice]

Some table background: table has been playing super loose and super passive preflop, so I fully expected to a flop 5-6 handed with no raise.

The preflop raiser in the hand has only been raising occasionally, and when he does he usually shows down two high cards. I've seen him limp QQ, KK, and AA so I don't expect to ever see those here. However, when he raises preflop he will fire a bet on the flop 95% of the time, so I was positive that I could nail him with a check-raise and trap mega-fish if he called.

Other Villain in the hand is a mega-fish (will call with top pair no kicker, mid/low pair A kicker, any flush draw, any straight draw, etc...)

PP PL 100 full ring

Relevent stacks:
Hero is MP1 ($130)
Villain1 is MP3 ($151)
Villain2 is SB ($95)

Hero has A [img]/images/graemlins/heart.gif[/img]8 [img]/images/graemlins/heart.gif[/img]

Preflop:
1 fold, UTG+1 limps, 1 fold, Hero limps, MP2 limps, Villain1 raises to $4, folds, Villain2 calls $3, BB folds, UTG+1 folds, Hero calls $3, MP2 folds

Flop ($14): 2 [img]/images/graemlins/heart.gif[/img] 7 [img]/images/graemlins/club.gif[/img] 8 [img]/images/graemlins/spade.gif[/img]

Villain2 checks, Hero checks, Villain1 bets $6, Villain2 calls $6, Hero raises to $25, Villain1 folds, Villain2 calls $19

Turn($70): A [img]/images/graemlins/diamond.gif[/img]
(Villain has about 65 behind)
SB checks, Hero bets $40, SB calls $40

River($150): 6 [img]/images/graemlins/diamond.gif[/img]
SB is all in for ~25
Hero pukes

Thoughts?