Two-tier femtocell networks, consisting of a conventional cellular network underlaid with femtocell hotspots, play an important role in the indoor coverage and capacity of cellular networks. However, the cross- and co-tier interference will cause an unacceptable quality of service (QoS) for users with universal frequency reuse. In this paper, we propose a novel downlink interference mitigation strategy for spectrum-shared two-tier femtocell networks. The proposed solution is composed of three parts. The first is femtocells clustering, which maximizes the distance between femtocells using the same slot resource to mitigate co-tier interference. The second is to assign macrocell users (MUEs) to clusters by max-min criterion, by which each MUE can avoid using the same resource as the nearest femtocell. The third is a novel adaptive power control scheme with femtocells downlink transmit power adjusted adaptively based on the signal to interference plus noise ratio (SINR) level of neighboring users. Simulation results show that the proposed scheme can effectively increase the successful transmission ratio and ergodic capacity of femtocells, while guaranteeing QoS of the macrocell.