NL200 combo draw vs. 2 opponents

[HeroInBlack]

<font color="blue">Reads:
MP2 is 27/1.5/0.5 He's very much like your typical B&amp;M player, knows what hands to see the flop with but not so hot postflop. He previously table coached me a good amount for calling a reraise w/ 54s.

Button is 29/11/1.3. He's not bad postflop. I have seen him bet hard with made hands to make people pay for their loose calling.</font>

PokerStars No-Limit Hold'em, $2 BB (5 handed) Hand History Converter Tool from FlopTurnRiver.com (Format: 2+2 Forums)

saw flop|<font color="#C00000">saw showdown</font>

UTG ($116.70)
<font color="#C00000">MP ($182.95)</font>
<font color="#C00000">Button ($208.65)</font>
Hero ($219.20)
BB ($508.55)

Preflop: Hero is SB with 6[img]/images/graemlins/spade.gif[/img], 8[img]/images/graemlins/spade.gif[/img].
<font color="#666666">1 fold</font>, MP calls $2, Button calls $2, Hero completes, BB checks.

Flop: ($8) 9[img]/images/graemlins/spade.gif[/img], 5[img]/images/graemlins/spade.gif[/img], J[img]/images/graemlins/heart.gif[/img] <font color="#0000FF">(4 players)</font>
<font color="#CC3333">Hero bets $8</font>, BB folds, MP calls $8, <font color="#CC3333">Button raises to $64</font>, Hero....?

Okay, so it's $56 to call and there is $88 in there.

I thought forever and folded worried that my flush outs may well be no good with the loose passive back there calling my $8, and it was obvious I had no fold equity vs. button, and he might have a set, which kills a lot of my outs, too.

Agree or disagree?

Edited to correct math on pot.