Very new to PLO...$1/$2

Villain A in BB with $1300. Solid young player (25ish). Tight and aggressive. Uses stack well.
Villain B in UTG +1 with $200. Older guy in 50s. Tight passive.
Hero in cutoff with $400. 40yo. Rep as being super tight, aggressive, thinking player.

Late in session. I'm down 400 after losing 2nd nut flush to nut flush and a boat over boat hand.

Looking for feedback about flop and turn play...

UTGs +1 and +2 limp. I call in cutoff with 4d5d6h8h. SB calls. BB checks.

Flop is Ac2s3s.

Villain A bets $10, villain B calls. I call.

Turn is Tc. A Bets 40, B calls. I pot.

Should I pot here to change for flush draws? That was my thinking...or should I have done it on flop?

Thanks.

well played.

I like the way you played it based on stack sizes. You are playing less than $400 on the turn and there is $120 already out there when action get to you. There is obviously a decent chance you are getting free rolled by villian A, which isnt ideal but i think you gotta take your chances in this spot with only $400 behind.

There could be a decent argument made for flatting turn also and being able to get away from some river cards but this could lead to some tough spots. You may also be able to get value if checked to you on blank river, would definetely look like a bluff.

Thoughts?

Thanks for the feedback.

He re-potted and put me all in for last 80 or so. Villain B folded. A was freerolling with the spades which hit on river.

At the time I thought about flatting turn but I started thinking that if a spade hit I would never be able to make myself call a river bet from A. I think that at least some percentage of the time I would need to call on bad river to keep from getting bluffed too much on scare cards.

So ultimately, I think I potted to not only charge the draws but to make the hand a little easier to play for me considering I probably fold too much in some of those scary spots.

not only do you need to worry about spades but also the backdoor broadway which connects with a lot of potential flush draws. definitely raise the turn