How did villain do?

http://www.pokerhand.org/?4693806

I 3b QQ+,AK
so my range for raising this flop is air, pair+gs, JT and possibly AQ
shouldn't this be a better spot to flat and let me bluff my pair + gutshot (or air) on the turn?

despite lol middle set ship it in instinct he's only unhappy about 7 cards on the turn and we only have a hand we can felt very little and half of our range crushes him

He reckons u are a donk that calls with Ax anyway...?

And why would u reraise this flop with a pair and a gs?