Need suggestion for iTunes or other

I have a rather large audiobook (1TB), music (currently 230GB and growing as I rip more CDs in my library), and movies (3TB). All of the audiobooks and music are in MP3 format. From my limited understanding of iTunes (I use it to load my iTouch with audiobooks and some music) I could use iTunes to manage these libraries. I'm running Win7 Ultimate x64. Some questions I have are:

  1. Does iTunes restore everything? If so this would double my hard drive storage and this is a no-no. - I just found an option to turn off the restore.
  2. What alternatives are there for iTunes in the Win7 world?
  3. I've looked at TuneUp (iTune add-in) is there something similar to manage my MP3 libary in Win7 if I don't use iTunes?
  4. If I use iTunes and TuneUp and don't store my files in iTunes will my tags get updated in my MP3 files?

what do you mean by "restore everything". I can say that when I add a few new files to the directory where my itunes media files are located and then tell itunes to add the entire directory to the library (the top level directory), it reads all the files but ONLY adds the new files to the library.

Originally I had incorrectly assumed that iTunes would copy the Audiobooks and Music files from my network drive to my laptop. Since then I've discovered that it will NOT, this is good news for me.

Now I need to understand how iTunes works with the artwork in the tag. If I updated it in my MP3 file, then add to iTunes will it work or if I use TuneUp (iTunes add-in) will the tag in my MP3 file get updated. I've noticed that my audiobook artwork is not viewable in iTunes but it is showing up on my iTouch. I'm not sure about my music artwork.

ITUNES uses its own database to store track metadata, including its own artwork database. You can also embed the art in the tracks directly (so that other players will see the art as well). It is odd that you see art in iTouch but not iTUNES. The iTouch is not reading the tags themselves (which have the art). Instead, the iTouch gets its info from the ITUNES database. So your situation seems impossible. So something odd is going on with your art.

Now if you are talking about audiobooks that you download directly to your iTOUCH from some other source (not itunes), and then copy the files to ITUNES, this is entirely possible (the lack of artwork).