Author's Note: For those who were asking about Shelbourne's name… "Shelbourne" is the last name. "Albert" is the first name I made up. But feel free to use the same first name in your stories =) Then to answer the question about the Codes disappearing just like that… they are in control of the Time Machine. They can go wherever in time they want. And if you guys thought that battle was epic, wait till the final one comes… (dramatic music playing in the background)

This time around, when they landed it was still Swallow Falls. Except… The town looked horrible. And not just horrible, but AWFUL. The sky was overcast and everything had a gray shade to it. The buildings were new, but all hardly had any color to them. There were a few bright advertisements added to the shop windows. But the color from the advertisements had drained out.

"Where are we?" Sam asked and immediately took Flint's hand. He squeezed it and gulped. This was Swallow Falls, but the dead version of it. He couldn't even tell if this was the way future or past. That was until he saw a newspaper stand with a fresh newspapers out.

"Let's find out." Flint replied and led them all to the newspaper stand.

He picked up the newspaper and looked at the date on the top right hand corner. His eyes widened. Then he showed Sam, the henchmen and Steve; who was sitting on Esto's shoulder. The henchmen gasped.

"I was 4 years old!" Esto exclaimed.

"I was 3 years old!" Reg cried.

"I was only 1 YEAR OLD!" Jag took the newspaper from Flint and began to read the headline. Sam glanced at the newspaper date and her face became pale.

"I wasn't even born." She whispered. Sam was born later in May, but still of the same year.

The date they all looked at was April 3nd 1987. It was the day after Flint had been born. He was born on April 2nd. Slowly, Flint turned the page and looked through all the headlines in the newspaper. The newspaper was only three pages. But when he looked back at the date, he did the math in his head.

"What do the Codes want here? I know Shelbourne was 20 years old here and Code 4 was 20 as well." Esto replied.

Then something struck Flint. If Marie was the same age as him, then she was born in this year too. When was Marie's birthday? But then it struck him how young Albert and Angelica had been when she had been born.

Then they looked around for the Codes. They spotted them sitting behind a trash bin. The Codes didn't seem to see them. At least not yet. Flint, Sam and the henchmen all glanced around for some place to hide. So they went into an alley and peeked out from behind a shop building.

"I can't tell what the Codes want here." Flint said and watched some people stroll down the street. But not too much. Until he saw…

He couldn't believe his eyes if it was true or not. But he knew it was. A man was running down the street and a woman staggered behind him. She looked ready to collapse. Flint wanted to desperately go help the woman. But when he saw who it was, he didn't want to. But at the same time, he felt bad for her.

It was Albert Shelbourne and Angelica Oreant in their twenties. Shelbourne was still the same height as he was in the future. He even looked taller. Probably because he was really skinny, which was really weird to see. He was actually muscular, and not the stout Mayor he was used to seeing.

"Oh my God. Is that Shelbourne?" Sam whispered beside Flint.

"Yeah, it's so weird to see them at such a young age." Flint nodded.

Then he realized Angelica was pregnant. And she looked ready to die. She was stumbling after Shelbourne and he was looking pale in the face.

"Albert! We need to ask someone to give us a lift to the hospital! What do you expect me to give birth on the street?" Angelica snarled at her husband. Flint grinned. She still had her temper.

"Who do I ask?" Albert cried and ran around in circles.

"I DON'T CARE! JUST ASK SOMEONE! What about your father?" Angelica cringed and staggered. Albert caught her before she hit the ground. Then he picked her up and began to run.

Everyone's eyes widened. Not only the Codes, or Flint's, Sam's and the henchmen's, but also Steve's and the people watching on the street. Then the Codes jumped out from the trash bin and raced after Albert and Angelica. From behind the alley, Flint led his group. They dashed off after the Codes.

"I never thought Shelbourne was that strong." Reg puffed as they ran.

"We shouldn't be worried about that now! We need to find out what the Codes are after!" Jag hissed back and then took a deep breath as he ran.

They ran all the way to City Hall, where Albert placed Angelica on the City Hall steps. Then Albert began to shout at the top of his lungs at an open window at the top floor of the City Hall. That was the Mayor's office.

"DAD! WE NEED A LIFT TO THE HOSPITAL! MY CAR BROKE DOWN!" Albert shouted loudly.

A man stuck his head out his window and Flint saw the present day Shelbourne. His dad looked exactly like Albert, except for maybe more wrinkle lines and gray streaks in his hair. Then the man groaned and shut the window. Minutes later, he appeared at the City Hall steps wearing a dark blue suit.

"Stop asking me for rides, Albert. You have to learn to get places by yourself." The man snapped in a gruff voice as he marched over to his car and opened the driver's door. Albert flinched at the sharpness in his father's voice.

Then Albert helped Angelica into the backseat. Soon the car rumbled off. But what Flint didn't understand was… there was a hospital? In the present day Swallow Falls, there was no hospital. There was the Medical Clinic. What happened to the hospital?

"CODES! RUN!" Shelbourne ordered the Codes. Soon the Codes and Shelbourne ran off after the car.

"Guys! C'mon!" Flint cried. He motioned for his group to follow. They all raced after the Codes.

So far the Codes, hadn't noticed them, but Flint didn't want them too. They ran down the street and the road under their feet was so worn out it was all cracked. They had probably made a new road. The road in the present time is smooth. Flint thought to himself.

The hospital was standing where the present day Medical Clinic stood. It was a brick building. Albert was already carrying Angelica inside. His father stood outside his car smoking a cigar. When the Codes passed him into the hospital, he glanced at them with narrowed eyes.

"I don't the way he's looking at us." Sam hissed to Flint as they passed him.

"Well duh! We're wearing clothes that aren't from the 80's and he's never seen us before!" Flint hissed back and they walked into the hospital through large wooden doors.

The inside of the hospital was so much different than the hospitals of present time. If you imagined a present day hospital, you thought of white-washed walls, polished tile floors and everything is white or silver. But this hospital was different. The floor was carpeted. The walls were light-blue with black and white photographs hanging. No one greeted them or asked what they wanted.

They even ran to the elevators (yes there were elevators back then) and no security guard stopped them. The Codes took one and Flint and his group took the other. The elevator was slow and it took at least 2 minutes to get to the next floor.

"There!" Esto cried out and they saw the Codes creeping down the hallway. The Codes still hadn't seen them. But as they passed rooms, some doors were wide open and they saw people inside. Some lay covered in bloody bandages and others just lay there moaning. One room made Flint stop and look.

"Sam, look." He tugged at her sleeve. She stopped and peeked inside too. There were young Fran and Tim Lockwood. Fran was lying asleep in the hospital bed and Tim sat asleep in the chair.

In Fran's arms was Flint. He was wrapped in a light blue blanket. The top of his head was covered in tiny brown hairs. Then he opened his eyes. They were bright blue. And they were staring straight at Flint and Sam standing in the doorway.

"Awww, Flint, you were adorable." Sam smiled and Flint blushed. The small Flint in Fran's arms kept looking at them. A small tear appeared in the present day Flint's eye and it trickled down his cheek.

He couldn't understand why he was crying, but the scene in front of him was so peaceful and wonderful. His parents were asleep and little Flint was looking at him with interest. Then he did something which he would not have done.

Quiet not to wake his parents, he came over to the bedside and looked down at little Flint. Then he reached out and gently stroked little Flint's head. Little Flint gurgled and tried to smile.

"Please be careful as you grow up." Flint told his little self. Little Flint looked up at Flint and blinked his big blue eyes.

Then Flint left the room. More tears streamed down his face as he left the room. He didn't want to look back. The little guy was going to go through so much in life. But he was that little guy. Time Travel was so confusing. It seemed like that little Flint would still have a whole life. But the future had just entered his room.

"Are you okay?" Sam whispered to him and placed an arm around his shoulders.

"Yeah. I'm fine." Flint sniffed and came over to the henchmen and Steve standing patiently in the hallway.

"Sad?" Steve frowned and looked over at Flint's tear streaked face.

"I'm fine, Steve. Thanks for asking." Flint smiled to himself.

"The Codes are down the hall." Reg pointed down the hall at the Codes all peeking into a room. Well, Shelbourne was looking into the room and the Codes were standing behind him listening.

Slowly, they approached the Codes too. When Shelbourne saw them, his face twisted into anger and he looked ready to yell something at them. But he shut his mouth when he remembered they were in a hospital. Flint came up beside Shelbourne and peeked into the room too. His group stood behind him bickering silently with the Codes.

Inside the room, Angelica was lying on the bed. Albert was beside her gripping her hand. Then the doctor stood over Angelica. Shelbourne and Flint looked away.

"Is it over?" Shelbourne asked in a worried voice. Angelica's screams erupted from the room. Even the present day Angelica stood along with the other Codes, with a pale face. She couldn't believe she screamed so loudly.

It went on like that for at least an hour. The Codes still stood there nervously, but the henchmen and Sam sat on the floor. Jag had fallen asleep, Reg was close too and Esto was talking to Sam.

"It's over." Flint replied out loud. Shelbourne looked back into the room. The henchmen and Sam hopped to their feet and listened behind Flint. Steve climbed onto Flint's shoulder.

"Oh, she's beautiful!" they heard Angelica reply joyfully from the hospital bed. Flint peeked into the room and saw Marie as a newborn crying in her mother's arms. So Marie was born right the next day after Flint.

"What should we name her?" Albert replied in a voice filled with quiver.

"Marie." Angelica replied right away, before Albert could argue.

"After your mother?" Albert asked.

"Yes." Angelica sighed.

"Welcome, Marie Shelbourne." Albert smiled down at his daughter.

"No. Let's keep it Marie Oreant." Angelica shook her head. She gulped and held her daughter close to her. Albert looked hurt.

"But—" he began to say.

"I can't Albert. I'm still an Oreant. I want her to be one too. I don't want her to carry around your father's last name." Angelica whispered.

There was an awkward silence. Then Albert said he was going to get the camera from his father's car. The Codes gasped and so did Flint's group. They moved out of the doorway, as Albert past. But he didn't even pay attention to them. His face was covered in tears and he ran down the hall in tears.

The moment he left, Angelica held Marie closer. Then someone else began to walk down the hall. The Codes and Flint's group parted and the lady walked in. It was Fran Lockwood carrying Flint. She sat down at the edge of Angelica's bed.

"Congratulations, Ang!" Fran smiled and sat cross-legged at the edge of the bed, cradling Flint in her arms.

"Thank you, Fran." Angelica smiled weakly.

"I have something to ask you." Fran replied. Her eyes clouded with worry.

"Ask, away, Franny." Angelica replied. The two women seemed like they had been good friends for a long time. Flint wondered why Angelica left Swallow Falls. That was still the big mystery.

"Well, what if something happens to us and our children are left parentless? I wanted to ask if Albert and you would take Flint into custody if Tim and I ever died." Fran said sadly.

Angelica gulped and then nodded quietly. She looked down at Marie and didn't say anything. But she looked like she was about to say something.

"I will Fran." Angelica nodded and Fran smiled.

Then Shelbourne (present day) grinned evilly. Meanwhile, Flint's face went pale. WHAT! SHELBOURNE WAS SUPPOSED TO TAKE ME INTO CUSTODY IF MOM AND DAD DIED? No wonder he set the factory on fire! He wanted to kill my mom, and then all he had to do was kill my dad and I was under his protection! Flint thought to himself. He was speechless.

"Happy now Lockwood?" Shelbourne cackled. But Flint didn't say anything. He was 22, so if Tim died, Shelbourne couldn't do anything. Except that if Tim died, it would be listed everywhere that Albert Shelbourne was his guardian.

"SHELBOURNE!" Code 3 hissed behind them urgently. He and Flint spun around and saw Code 4 sobbing on the floor as she watched herself in the hospital bed. All around her was a puddle of vomited injection liquid.