$5/$10 Live: Set Facing Possible Flush OTT

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$5/$10 Live: Set Facing Possible Flush OTT

My image is a young TAG grinder. V1 is a senior citizen fish, pretty clueless, limp/calls pre a lot, doesn't know how to value hands, etc, $500 deep. V2 is a very good TAG, $1000 deep, generally pretty tight. I cover.

I have 2c2s in BB, folds to V1 in CO who limps, folds to V2 in SB who completes. I make it $30, both call.

Flop: Ad2h8h Pot ~ $90 SB checks, I bet $90, V1 folds, V2 hesitates for a bit and calls.
Turn: Qh Pot ~ $270 SB leads $220.

I hated this spot. I was going to check back but I suspect this guy is good enough to know that and that's why he leads out. What should we do and why?

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