i am running on dial up and downloading a 34 meg file kind of sucks so is there any downloads smaller that mabey dosnt have quicktime in it as well
I don't believe so, quicktime is just a part of iTunes, I don't believe you can run iTunes without it actually, due to the video portion of iTunes.
I believe (don't quote me) that itunes is just an interface and quicktime is actually responsible for all of the playing of music/vids.