sorry for all the bitcoin questions!
how do i create a paper / offline wallet in bitcoin-qt!
A paper wallet is just a bitcoin address and the private key that is associated with that bitcoin address written down (or printed) on a piece of paper.
If you aren't yet running Bitcoin-Qt, you can install a brand new copy of Bitcoin-Qt, then click the "Create Address" button as many times as you want (once for each paper wallet address that you want), then run dumpprivkey in the Console for each address. Print out the resulting private keys and the associated bitcoin addresses, and you have a paper wallet.
If you already have a Bitcoin-Qt wallet that you are using, then it is VERY important that you make sure that you have a good recoverable backup copy of your wallet.dat file somewhere. Then you can shut down Bitcoin-Qt, and delete the wallet.dat that Bitcoin-Qt is running with. When you start it back up, it will generate a brand new wallet.dat with a new address. Then you can follow the instructions above. When you are done, you can shut down Bitcoin-Qt and replace this new wallet.dat with your backup. When you start Bitcoin-Qt up again, you'll see your old wallet running again with all your old addresses and transactions.
i got a usb stick do i need to download a bootable linux?
If you want to perform the entire process offline on a system that has NEVER been connected to the internet? Then yes.