Abstract: A proactive networking system and method is disclosed. The network anticipates the user demands in advance and utilizes this predictive ability to reduce the peak to average ratio of the wireless traffic and yield significant savings in the required resources to guarantee certain Quality of Service (QoS) metrics. The system and method focuses on the existing cellular architecture and involves the design and analysis of learning algorithms, predictive resource allocation strategies, and incentive techniques to maximize the efficiency of proactive cellular networks. The system and method further involve proactive peer-to-peer (P2P) overlaying, which leverages the spatial and social structure of the network. Machine learning techniques are applied to find the optimal tradeoff between predictions that result in content being retrieved that the user ultimately never requests, and requests that are not anticipated in a timely manner.