Limping UTG is weak. Fold or raise.

Need at least a $3 bet on flop.

Lead on the turn is good. That's a huge re-raise by villan, so unless you had seen him make that play before, fold. Top 2-pair is good, but not that good.

That being said, I'm a bitch and probably would've called too.

*EDIT-I missed your $24.50 raise on the flop, so it wasn't such a huge raise by villan. I still think its possible to get away from.