This hand happened last night and I was just wondering what the right play was.

Empire PLO 25

I have ~25 and limp UTG+1 with Qh 8h Qd 9d. 3 more limp and SB raises to 3.25 (stack of 18.5). BB calls, I call, and 2 more limpers call, one folds.

Flop is 9h, 4h, 2c. There is 15 in the pot. SB bets 15, BB folds and it is up to me.

From past play with him, I believe he has AAxx. I am next to act with a Q high flush draw, pair of 9s already, and QQ. If I did my math correctly, I have 9 flush, two 8s, two 9s, two Qs for a total of 15.

Guy after me is a calling station of sorts and has me covered while the LP guy is tighter but still has me covered.

What is your play? I'll give answers later.

Sorry meant to copy the hand history up to the decision, here it is:

0/0 OmahaHiGameTable (PL) - Sun Jan 30 20:34:53 EST 2005
Table Table 15829 (Real Money) -- Seat 9 is the button
Total number of players : 10
Seat 1: stixnstones ( $17.05)
Seat 2: Poker_jedi ( $101.17)
Seat 3: HERO ( $24.35)
Seat 4: slumpbuster6 ( $89.43)
Seat 5: oneforluck ( $22.4)
Seat 6: TurboNegro33 ( $0)
Seat 7: Solstik ( $24.4)
Seat 8: jakei ( $28.7)
Seat 9: PurpleLM ( $33.25)
Seat 10: OmegaCheton ( $18.5)
OmegaCheton posts small blind (0.25)
stixnstones posts big blind (0.5)
** Dealing down cards **
Dealt to HERO [ 9d, Qd, 8h, Qh ]
Poker_jedi folds.
HERO calls (0.5)
slumpbuster6 calls (0.5)
oneforluck folds.
Solstik folds.
jakei calls (0.5)
PurpleLM calls (0.5)
OmegaCheton raises (3.25) to 3.5
stixnstones calls (3)
HERO calls (3)
slumpbuster6 calls (3)
jakei calls (3)
PurpleLM folds.
** Dealing Flop ** : [ 2c, 4h, 9h ]
PurpleLM: k
PurpleLM: see ya
OmegaCheton bets (15)
OmegaCheton is all-In.
stixnstones folds.
HERO: YOUR PLAY HERE

Thanks FM for the answer. I did fold indeed bc of most of the same reasons you stated: He may very well have AhxhAx or someone else might have it, and I figured my flush wouldnt be good. Which was the main reason I folded. Since ruling that out I limit myself to 6 outs and it was an easy fold from there.

Also of concern was the two later players. If it was just me I might've called.

It turns out that the guy after me called the bet with A553 no hearts but had outs to the straight. (Board was 9h 4h 2c.)

None of my outs came as I would've had 15 outs as well. Good fold still. Thanks for the help.