[MoonOrb]

I think you call down here. It's essentially the same action as on the turn, with the BB leading out and UTG+1 raising. You only fear 3 hands (AA, QQ, and K10). You can't give either villain credit for K10 given the action so far, although QQ and AA might make sense for UTG+1.

With BB calling a 3Bet preflop, 22 or 44 or maybe QJs or AJs or something like that might make sense for him.

In short, I'm surprised if you're behind BB, so it's just a matter of how likely you think it is that UTG+1 is holding AA or QQ. His capping range could easily include any AK or AQ holding.

If you're willing to call 2 on the river the first time around, I don't think you can draw enough of a conclusion from the BB's 3 bet that you're definitely beat. So either fold when it's 2 to you the first time because or call down all the way.

I'm calling here, BTW.