How much ios 5 backup space required

I had roughly 7 GB space left on my macbook when I updated to iOS 5 on my iPhone 4.  During updating, it said I needed 18GB to back up all the media on my iPhone (we have 2 kids so all the pics and video take up a lot of space!).  So, I moved my music folder temporarily to the external and the install went all fine.  After installed, I moved my music folder back, had the roughly 7GB left.  However, now when I'm syncing the computer keeps running out of space and I get a message that the hard disk is almost full and the iPhone never completes a backup.  So, I'd move data off the computer, free up a few GB of space and try syncing.  During the backup portion of the sync, all the space would get eaten up and I'd get the hard disk is full message.  I've gone though this process 3 or 4 times now, having deleted or moved a total of about 10GB off my computer.  I'm currently down to 125.1 MB of space again.
I checked the size of the backup folder and it clocks in at 33GB.  I only have a 32GB iPhone and have 2 GB of space free on it.  So, shouldn't the backup be significantly less than the 33GB it now shows?
I'm perplexed because I don't know where all my free space is going and why is the backup folder bigger than the actual size of the iphone?  Plus I can't backup my phone.

If you haven't figured this out yet, check out here.
I had never downloaded the apps the way that is described here.  Didn't even know I could. 
Also, after doing multiple "Transfer Purchases" I found I had two of my apps on my phone were no longer available (one was a discontinued free version of a now exclusive pay app) and I had to delete them from the phone before I could get a clean "Transfer Purchases" i.e. one where there was nothing to transfer because they were already downloaded directly to itunes from the page you get to in the store clicking on the new "Purchased" page.  Then I just synced again, backed up again, and did the update and it finally worked!  Yay!

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