$200 NL 6max flush draw and overs

[AcesUp2121]

Been playing with Villain for awhile. My read is he isn't good but the deck has been running him over, and he in turn has been running me over, which I can't stand. I have $350 and he way covers.

UTG raises to $8, Villain calls, I call with A [img]/images/graemlins/diamond.gif[/img] Q [img]/images/graemlins/diamond.gif[/img]. 3 way to a flop of:
5 [img]/images/graemlins/diamond.gif[/img] 3 [img]/images/graemlins/spade.gif[/img] 2 [img]/images/graemlins/diamond.gif[/img]

UTG checks, Villain bets $10, I go to $35, UTG folds, Villain makes it $85, I ?

I feel like this is an easy push with most likely at least 12 outs twice and more if he's going crazy with an overpair, which I doubt. I just hate shoving here and getting instacalled.