We present a peer-level protocol for forming adaptive, self-organizing topologies for data-sharing P2P networks. This protocol is based on the idea that a peer should directly connect to those peers from which it is most likely to download satisfactory content. We show that the resulting topologies are more efficient than standard Gnutella topologies. Furthermore, we show that these adaptive topologies have the added benefits of increased resistance to certain types of attacks, intrinsic rewards for active peers and punishments for malicious peers and freeriders.