This was a hand I played earlier today and thought it would be good to get some feedback on. I will describe what I did and my thought processes for my actions and would appreciate any constructive comments on my thinking, actions and possible omissions in my thought processes. $25 PL FR (I hope this is OK in the NL forum). Villain 1 has been semi loose, over 73 hands has seen 35% of flops and PFR of 19%, villain 2 has been loose passive over 93 hands with 34% flops seen and 3% PFR. Hero is BTN.

PokerStars Pot-Limit Hold'em, $0.25 BB (8 handed) Hand History Converter Tool from FlopTurnRiver.com (Format: FlopTurnRiver Cards)

SB ($19.25)
BB = Villain 1 ($25.10)
UTG ($14.50)
UTG+1 ($89.50)
MP1 = Villain 2) ($8.55)
MP2 ($24.85)
CO ($24.40)
Hero ($35.55)

Preflop: Hero is Button with 8d Qd
UTG calls $0.25,
UTG+1 calls $0.25,
Villain 2 calls $0.25,
2 folds
Hero calls $0.25,
Villain 1 raises to $0.75
UTG folds
UTG+1 calls $0.50
Villain 2calls $0.50
Hero calls $0.50.

Just called from the BTN with 3 limpers in front, not great cards but I think pot odds make this an easy call in position. Didnt want to raise here as just wanted to try and see a flop for cheap with position. Villain raises 3 x BB from the BB, given the 4 limps in front, this is a weak raise I think, he may possibly be wanting action with something like AA/KK but if this is the case, its risky as he is likely to get multiple callers because of the pot odds he is offering. 2 of the previous limpers call leaving me with 0.50 into a $2.85 pot with no further action behind, easy call?

Flop: ($3.35) Kh Jd Td

OK, I think this is a good flop for me, I have a flush draw and an OESD with straight flush possibilities. I know I'm pretty likely behind at this time, but with 15 outs to hit the nut str8 or the 3rd best flush I'm looking to play here.

Villain 1 bets $1.5
UTG+1 folds
Villain 2 raises to $4.75

Villain 1 as PF raiser makes his standard cont bet, no real surprise here. However villain 2's raise suggests he has hit this flop pretty hard, especially as his stack is small. I doubt he has hit a set (he may have been passive with TT) and I dont believe he has AQ for the nut str8 as he was passive PF. He may have something like Q9 sooted KJ, KT or possibly Ax diamonds. Pot is now $9.85 so I am getting 2:1 ish with villain 2 to act behind. If I just work on pot odds here, should this be a fold here? However, I thought that implied odds were favourable given villain 1 was likely to at least call with a stack of $19 ish , and Villain 2 only had $3.05 left so if he did have the nut str8 or hit the nut flush, my loss would be limited to around $8 on the hand. So I call. Was this the correct play in this situation? If not, why not? Have I got the concept of implied odds totally wrong here?

Hero calls $4.75
Villain 1 raises to $8
Villain 2 calls $3.05 (All-In)
Hero calls $3.25.

Villain 1 obviously likes his hand, but I have seen him do this with TPGK. I'm still thinking he may have AA/KK/JJ/AK here. villain 2 calling the 3 bet confirms that he probably has a made hand here, at least 2p possibly a str8, and at a pinch, a set of Tens. To call is $3.75 into a $30ish pot, so pot odds alone make this a no brainer.

Turn: ($27.15) Kd

Villain 1 bets $5.25

Hero??

OK, I hit my flush on the turn, the result I had paid a lot to see, so easy push I think.

sorry if the post is long, but really wanted to show how I was thinking and why. Any comments about the play and my thought processes would be appreciated. I'm particularly interested if there are factors that I haven't included in my reasoning.