$200NL Player overbets the pot on the river, should I call?

[ptartaglio]

I appreciate any reviews and opinions on how I played this hand, especially my decision on the river. Thanks!

Commerce Casino $200NL $3/$5 Blinds

Seat: 1 Player 1 ($100)
Seat: 2 Player 2 ($500)
Seat: 3 Player 3 ($100)
Seat: 4 Player 4 ($100)
Seat 5: Player 5 ($300)
Seat 6: Player 6 ($500)
Seat 7: mtartaglio ($300)
Seat: 8: Player 8 ($400)
Seat 9: Player 9 ($325)
Player 2 posts the small blind of 3
Player 3 posts the big blind of 5
The button is in seat #1
*** HOLE CARDS ***
Dealt to mtartaglio [Ah Kd]
Player 4 folds
Player 5 folds
Player 6 folds
Mtartaglio calls $5
CRITICAL POINT: I didn’t feel I was going to gain anything raising pre-flop. I would probably win the blinds. I felt like the players in the blinds would stack off with top pair, weak kicker. So I felt like there was more value to limp.
Player 8 folds
Player 9 folds
Player 1 folds
Player 2 calls $2
CRITICAL POINT: This player is very loose-passive pre-flop and very loose-aggressive post flop.
Player 3 checks
*** FLOP *** [Qs 7d 4s]
Player 2 checks
Player 3 checks
Mtartaglio checks
CRITICAL POINT: I check as I would probably get unwanted action from player 2. I found it very difficult earlier in the session to put him on a hand range.
*** TURN *** [Qs 7d 4s] [Kc]
Player 2 checks
Player 3 checks
Mtartaglio bets $10
CRITICAL POINT: I decide to bet almost the pot here. $6 was raked so the pot was $9. I
Player 2 calls $10
Player 3 folds
*** RIVER *** [Qs 7d 4s] [Kc] [8s]
Player 2 bets $40
CRITICAL POINT: I just don’t see how I can call here. He is overbetting the pot, there were no possible draws that missed. If he the flush draw he got there. He could have made two pair. I feel that it is correct to lay down my hand.
Mtartaglio folds
Player 2 wins the pot (29)
*** SUMMARY ***
Total pot 30 | Rake 6