So I found and reactivated an older iPod Touch (30 pin, camera). And fiddled and fiddled with trying to get it on iCloud. Because I bought into the (annoying) 2 factor authentication.
Login...
Phone beeps.
Login again.
Fail.
Ugh.
Apparently you need to ADD the authentication numeric code to the end of the password on the second login. That's how apple validates:
For example- Password is 1$password
First login - 1$password
Phone says "123 456"
Second login- 1$password123456
Poof. Now I have an antique device connected to my iCloud. Of course I had to repeat the authentication process with each iCloud type account because iOS 6 didn't do that. Yeesh.