Villain is tight semi passive. Villain limps, loose guy limps. sb folds and I check in BB with 46o. Villain has $60 and i have him covered.

Flop is A57 rainbow.

I check (?) Villain bets 1.40, folds to me and I call (?)

Turn is offsuit J

I check, he bets $3, I call

River is Q

I check, he checks and shows AK.

It might not have mattered with him with AK but how do you normally play with a draw out of position?

Why not bet the flop?? You might take it down right there, and if not your hand remains well hidden. On the turn you can decide if you want to keep playing it aggressively or not. I would probably give up though...especially on a $50 empire table.

I bet that AK opponent was so in love with his hand he wouldn't even have raised you on the flop.

I probably bet the flop, but once you know he's got the Ace you have the implied odds needed to call. 90% of people are willing to die with AK at this level.