The flat call on the flop with a set letting 2 players in just seems to risky.
The leadout bet on the flop could have been intended as a blocker bet to try buy 2 cheap cards.
The 2 most possible hands look like

and 9 10 o/s, only think that makes me confused about those hands is why he didn't push on the turn after I have raised it up to $28, he runs the risk of the board pairing or a scare card (like a club, he wasnt worried about the flush because he knows I have a big part of the board) for me coming so it gives me a chance to get away from the hand when it looks like I'm going all the way on the turn anyway (although I wasn't, the $20 bet was made to define my hand, if he played back I would give him credit for the str and pack it).
Cheers for the replys guys.