2/5 live: easiest fold ever?

[Tom1975]

2/5 live game, 10 handed. Villian #1($1200) seems like a solid TAG who knows what he's doing (his min-raise notwithstanding). Villian#2 ($480) is a LAGish donk who likes to splash around and play big pots. Hero covers.

Preflop:
Hero raises UTG+1 to $30 with J [img]/images/graemlins/spade.gif[/img]J [img]/images/graemlins/heart.gif[/img], 1 call, Vill#1 calls, Vill#2 calls, everyone else folds.

Flop($120): 2 [img]/images/graemlins/diamond.gif[/img]8 [img]/images/graemlins/spade.gif[/img]7 [img]/images/graemlins/spade.gif[/img]
Hero bets $120, 1 fold, Vill#1 raises to $240, Vill#2 shoves for $450 total. Hero???

I think there's a good chance I'm ahead of Vill#2, but Vill#1's min-raise and the fact we're somewhat deep worry me. I think this is a clear cut fold, anyone disagree?