UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2841

Fidelity Capital Trust
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:	October 31

Date of reporting period:	October 31, 2008

Item 1. Reports to Stockholders

Fidelity®

Capital Appreciation

Fund

Annual Report

October 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Turmoil has been the watchword for the world's securities markets in 2008, with domestic and international stocks down sharply amid the global credit squeeze. A flight to quality boosted returns for U.S. Treasuries, one of the few asset classes with positive results heading into the latter stages of the year. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2008	Past 1 year	Past 5 years	Past 10 years
Capital Appreciation	-43.80%	-1.43%	3.29%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Capital Appreciation, a class of the fund, on October 31, 1998. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index (S&P 500®) performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Comments from J. Fergus Shiel, Portfolio Manager of Fidelity® Capital Appreciation Fund

The U.S. equity markets quaked under the rising pressure of a global credit crisis during the 12 months ending October 31, 2008. As home values sunk, credit availability decreased and liquidity became increasingly scarce, the Standard & Poor's 500^SM Index fell 36.10%. All 10 sectors in the S&P 500® were negative, led by a roughly 52% decline in financials. Information technology and materials both fell more than 40%, while the historically defensive consumer staples and health care sectors performed the best, dropping slightly more than 11% and 23%, respectively. In the last two months of the period, the U.S. economy took a turn for the worse, as several large financial institutions went bankrupt, were forced into acquisitions or were taken over by the U.S. government. The Federal Reserve Board facilitated many of these and other transactions, and also lowered the federal funds target rate twice in October, on top of the other rate cuts during the year, leaving it at 1.00%. The markets continued to perform erratically, however, and the U.S. unemployment rate reached a 14-year high in the last month of the period. The Dow Jones Industrial Average^SMdeclined 31.24% for the 12-month period - including its worst single-day point loss in September - while the technology-heavy NASDAQ Composite® Index dropped 39.35%.

During the past year, the fund's Retail Class shares returned -43.80%, lagging the S&P 500. Poor stock selection - particularly in health care, energy and industrials - was responsible for most of the fund's underperformance. Fertilizer maker Mosaic was our largest detractor, as fertilizer prices weakened, corn prices fell and global financial stress ushered in a more difficult credit environment for farmers. Other detractors included Ireland-based biopharmaceutical holding Elan; AMR, parent company of American Airlines; commercial real estate holding CB Richard Ellis Group; and France-based Alstom, a supplier of power generation equipment. Mosaic, Elan and AMR were out-of-index holdings. Conversely, fund performance benefited from underweighting financials due to that sector's weak performance. Our results also were aided by an above-average cash position. Individual contributors included agricultural products supplier Monsanto and media holding Walt Disney, the fund's largest holding at period end. Not owning troubled insurer American International Group, an index component, further boosted our results.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2008 to October 31, 2008) for Capital Appreciation and for the entire period (May 9, 2008 to October 31, 2008) for Class K. The hypothetical expense Example is based on an investment of $1,000 invested for the one half year period (May 1, 2008 to October 31, 2008).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Annual Report

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Annualized Expense Ratio	Beginning Account Value	Ending Account Value October 31, 2008	Expenses Paid During Period
Capital Appreciation	.79%
Actual		$ 1,000.00	$ 675.60	$ 3.33^B
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 4.01^C
Class K	.66%
Actual		$ 1,000.00	$ 664.70	$ 2.64^B
Hypothetical^A		$ 1,000.00	$ 1,021.82	$ 3.35^C

^A 5% return per year before expenses

^B Actual expenses are equal to each Class' annualized expense ratio (shown in the table above); multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period) for Capital Appreciation and multiplied by 176/366 (to reflect the period May 9, 2008 to October 31, 2008) for Class K.

^C Hypothetical expenses are equal to each Class' annualized expense ratio (shown in the table above); multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
The Walt Disney Co.	8.6	6.9
Monsanto Co.	5.7	4.8
Biogen Idec, Inc.	4.7	5.5
CME Group, Inc.	4.1	0.0
AMR Corp.	3.6	1.7
QUALCOMM, Inc.	3.1	0.0
Wal-Mart Stores, Inc.	2.9	0.8
Continental Airlines, Inc. Class B	2.5	1.4
Applied Materials, Inc.	2.4	1.8
Johnson & Johnson	2.2	0.0
	39.8
Top Five Market Sectors as of October 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Health Care	23.6	15.0
Industrials	16.9	20.2
Consumer Discretionary	13.9	21.1
Information Technology	11.6	8.0
Financials	7.8	5.7

Asset Allocation (% of fund's net assets)
As of October 31, 2008 *			As of April 30, 2008 **
	Stocks 89.5%			Stocks 95.6%
	Short-Term Investments and Net Other Assets 10.5%			Short-Term Investments and Net Other Assets 4.4%
* Foreign investments		5.4%	** Foreign investments		21.5%

fid3998

Annual Report

Investments October 31, 2008

Showing Percentage of Net Assets

Common Stocks - 89.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.9%
Hotels, Restaurants & Leisure - 0.8%
Accor SA (d)	195,244		$ 7,596
Paddy Power PLC (Ireland)	1,453,300		24,778
Starwood Hotels & Resorts Worldwide, Inc.	352,500		7,945
			40,319
Media - 12.3%
CBS Corp. Class B	1,222,600		11,871
Comcast Corp. Class A	3,789,400		59,721
Interpublic Group of Companies, Inc. (a)	4,027,700		20,904
Mediacom Communications Corp. Class A (a)(d)	2,909,723		12,919
The DIRECTV Group, Inc. (a)	1,189,733		26,043
The Walt Disney Co. (d)	16,173,579		418,895
Viacom, Inc. Class B (non-vtg.) (a)	472,082		9,545
Virgin Media, Inc. (d)	6,760,608		38,941
			598,839
Multiline Retail - 0.1%
Saks, Inc. (a)(d)	975,700		5,854
Specialty Retail - 0.2%
Lowe's Companies, Inc.	484,700		10,518
Textiles, Apparel & Luxury Goods - 0.5%
Coach, Inc. (a)	660,900		13,615
Deckers Outdoor Corp. (a)	98,380		8,349
			21,964
TOTAL CONSUMER DISCRETIONARY			677,494
CONSUMER STAPLES - 5.9%
Beverages - 1.1%
Anheuser-Busch Companies, Inc.	881,500		54,679
Food & Staples Retailing - 2.9%
Wal-Mart Stores, Inc.	2,559,700		142,857
Tobacco - 1.9%
Altria Group, Inc.	881,500		16,916
Lorillard, Inc.	572,989		37,737
Philip Morris International, Inc.	749,300		32,572
Reynolds American, Inc.	88,100		4,313
			91,538
TOTAL CONSUMER STAPLES			289,074
Common Stocks - continued
	Shares		Value (000s)
ENERGY - 0.5%
Energy Equipment & Services - 0.3%
Willbros Group, Inc. (a)(d)	1,159,499		$ 17,961
Oil, Gas & Consumable Fuels - 0.2%
Petrobank Energy & Resources Ltd. (a)	448,800		8,561
TOTAL ENERGY			26,522
FINANCIALS - 7.8%
Capital Markets - 2.7%
Charles Schwab Corp.	1,498,917		28,659
Janus Capital Group, Inc.	3,134,201		36,796
Man Group PLC	1,321,900		7,631
T. Rowe Price Group, Inc. (d)	1,459,405		57,705
			130,791
Diversified Financial Services - 4.1%
CME Group, Inc. (d)	716,723		202,223
Real Estate Management & Development - 1.0%
CB Richard Ellis Group, Inc. Class A (a)(d)	6,724,200		47,137
TOTAL FINANCIALS			380,151
HEALTH CARE - 23.6%
Biotechnology - 5.7%
Biogen Idec, Inc. (a)	5,413,263		230,334
Genentech, Inc. (a)	573,000		47,525
			277,859
Health Care Equipment & Supplies - 3.3%
Baxter International, Inc.	793,250		47,984
C.R. Bard, Inc.	592,017		52,246
Intuitive Surgical, Inc. (a)	171,100		29,564
Medtronic, Inc.	793,400		31,998
			161,792
Health Care Providers & Services - 2.5%
Express Scripts, Inc. (a)	396,526		24,033
Medco Health Solutions, Inc. (a)	911,498		34,591
VCA Antech, Inc. (a)	3,413,126		61,778
			120,402
Life Sciences Tools & Services - 0.7%
Techne Corp.	488,793		33,736
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - 11.4%
Allergan, Inc.	2,442,234		$ 96,883
Bristol-Myers Squibb Co.	4,446,195		91,369
Elan Corp. PLC sponsored ADR (a)	9,017,555		68,804
Johnson & Johnson	1,762,500		108,112
Merck & Co., Inc.	1,498,100		46,366
Pfizer, Inc.	4,054,900		71,812
Questcor Pharmaceuticals, Inc. (a)	983,839		7,615
Schering-Plough Corp.	2,296,900		33,282
Wyeth	1,057,500		34,030
			558,273
TOTAL HEALTH CARE			1,152,062
INDUSTRIALS - 16.9%
Aerospace & Defense - 0.3%
Northrop Grumman Corp.	352,600		16,533
Airlines - 10.3%
AMR Corp. (a)(d)(e)	16,858,975		172,130
Continental Airlines, Inc. Class B (a)(d)(e)	6,419,473		121,456
Ryanair Holdings PLC sponsored ADR (a)(d)	1,562,484		34,797
UAL Corp. (d)	6,440,091		93,768
US Airways Group, Inc. (a)(d)(e)	7,770,695		78,795
			500,946
Commercial Services & Supplies - 0.4%
Stericycle, Inc. (a)	352,600		20,602
Electrical Equipment - 1.3%
Alstom SA	1,304,046		64,633
Machinery - 0.6%
Cummins, Inc.	554,995		14,347
Deere & Co.	425,839		16,420
			30,767
Road & Rail - 4.0%
America Latina Logistica SA unit	2,299,900		10,606
Norfolk Southern Corp.	1,277,808		76,592
Union Pacific Corp.	1,604,900		107,159
			194,357
TOTAL INDUSTRIALS			827,838
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 11.6%
Communications Equipment - 3.1%
QUALCOMM, Inc.	3,925,400		$ 150,186
Internet Software & Services - 0.4%
DealerTrack Holdings, Inc. (a)	1,874,992		20,119
Semiconductors & Semiconductor Equipment - 5.1%
Altera Corp.	529,720		9,191
Applied Materials, Inc.	9,195,483		118,714
ASML Holding NV (NY Shares)	1,233,300		21,644
KLA-Tencor Corp. (d)	1,674,400		38,930
Kulicke & Soffa Industries, Inc. (a)	2,242,476		6,593
Lam Research Corp. (a)	1,809,602		40,463
Novellus Systems, Inc. (a)	881,300		13,925
			249,460
Software - 3.0%
Adobe Systems, Inc. (a)	1,103,271		29,391
Ansys, Inc. (a)	485,500		13,900
Autodesk, Inc. (a)	529,700		11,288
Oracle Corp. (a)	4,944,700		90,439
			145,018
TOTAL INFORMATION TECHNOLOGY			564,783
MATERIALS - 6.6%
Chemicals - 6.6%
FMC Corp.	905,721		39,435
Monsanto Co.	3,135,392		278,987
The Mosaic Co.	133,567		5,264
			323,686
TELECOMMUNICATION SERVICES - 2.7%
Diversified Telecommunication Services - 2.5%
Cbeyond, Inc. (a)(e)	2,082,247		25,029
Qwest Communications International, Inc. (d)	33,368,800		95,435
			120,464
Wireless Telecommunication Services - 0.2%
Centennial Communications Corp. Class A (a)	3,527,506		12,558
TOTAL TELECOMMUNICATION SERVICES			133,022
TOTAL COMMON STOCKS (Cost $5,553,942)		4,374,632

Nonconvertible Bonds - 0.0%
	Principal Amount (000s)		Value (000s)
INDUSTRIALS - 0.0%
Airlines - 0.0%
Delta Air Lines, Inc.:
7.7% 12/15/05 (a)	$ 15,269		$ 191
7.9% 12/15/09 (a)	3,920		49
8.3% 12/15/29 (a)	42,340		529
9% 5/15/16 (a)	4,930		62
9.75% 5/15/21 (a)	2,556		32
10% 8/15/49 (a)	8,047		101
10.375% 2/1/11 (a)	3,920		49
			1,013
TOTAL NONCONVERTIBLE BONDS (Cost $2,368)		1,013

Money Market Funds - 11.5%
	Shares
Fidelity Cash Central Fund, 1.81% (b)	364,346,440		364,346
Fidelity Securities Lending Cash Central Fund, 2.67% (b)(c)	197,022,709		197,023
TOTAL MONEY MARKET FUNDS (Cost $561,369)		561,369
TOTAL INVESTMENT PORTFOLIO - 101.0% (Cost $6,117,679)			4,937,014
NET OTHER ASSETS - (1.0)%			(50,246)
NET ASSETS - 100%		$ 4,886,768

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 20,797
Fidelity Securities Lending Cash Central Fund	3,669
Total	$ 24,466

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
AMR Corp.	$ 375,235	$ 31,197	$ 14,557	$ -	$ 172,130
Cbeyond, Inc.	41,213	33,305	2,217	-	25,029
Continental Airlines, Inc. Class B	212,462	30,925	26,300	-	121,456
DealerTrack Holdings, Inc.	105,317	5,625	5,962	-	-
Deckers Outdoor Corp.	110,658	-	74,026	-	-
US Airways Group, Inc.	110,823	31,252	2,878	-	78,795
Total	$ 955,708	$ 132,304	$ 125,940	$ -	$ 397,410

Income Tax Information

At October 31, 2008, the fund had a capital loss carryforward of approximately $851,480,000 all of which will expire on October 31, 2016.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	October 31, 2008

Assets
Investment in securities, at value (including securities loaned of $200,742) - See accompanying schedule: Unaffiliated issuers (cost $4,775,039)	$ 3,978,235
Fidelity Central Funds (cost $561,369)	561,369
Other affiliated issuers (cost $781,271)	397,410
Total Investments (cost $6,117,679)		$ 4,937,014
Receivable for investments sold		171,794
Receivable for fund shares sold		6,230
Dividends receivable		1,536
Distributions receivable from Fidelity Central Funds		886
Prepaid expenses		3
Other receivables		183
Total assets		5,117,646

Liabilities
Payable for investments purchased	$ 24,600
Payable for fund shares redeemed	6,244
Accrued management fee	1,412
Other affiliated payables	1,400
Other payables and accrued expenses	199
Collateral on securities loaned, at value	197,023
Total liabilities		230,878

Net Assets		$ 4,886,768
Net Assets consist of:
Paid in capital		$ 6,918,778
Undistributed net investment income		33,456
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(884,814)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(1,180,652)
Net Assets		$ 4,886,768
Capital Appreciation: Net Asset Value, offering price and redemption price per share ($4,794,216 ÷ 287,455 shares)		$ 16.68
Class K: Net Asset Value, offering price and redemption price per share ($92,552 ÷ 5,544 shares)		$ 16.69

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended October 31, 2008

Investment Income
Dividends		$ 89,832
Interest		88
Income from Fidelity Central Funds		24,466
Total income		114,386

Expenses
Management fee Basic fee	$ 43,049
Performance adjustment	670
Transfer agent fees	17,437
Accounting and security lending fees	1,269
Custodian fees and expenses	193
Independent trustees' compensation	35
Depreciation in deferred trustee compensation account	(3)
Registration fees	92
Audit	88
Legal	44
Miscellaneous	468
Total expenses before reductions	63,342
Expense reductions	(573)	62,769
Net investment income (loss)		51,617
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(824,785)
Other affiliated issuers	(51,973)
Foreign currency transactions	(2,487)
Total net realized gain (loss)		(879,245)
Change in net unrealized appreciation (depreciation) on: Investment securities	(3,329,780)
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		(3,329,781)
Net gain (loss)		(4,209,026)
Net increase (decrease) in net assets resulting from operations		$ (4,157,409)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2008	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 51,617	$ 33,781
Net realized gain (loss)	(879,245)	785,092
Change in net unrealized appreciation (depreciation)	(3,329,781)	1,140,693
Net increase (decrease) in net assets resulting from operations	(4,157,409)	1,959,566
Distributions to shareholders from net investment income	(37,706)	(33,610)
Distributions to shareholders from net realized gain	(697,557)	(409,425)
Total distributions	(735,263)	(443,035)
Share transactions - net increase (decrease)	(359,868)	270,012
Total increase (decrease) in net assets	(5,252,540)	1,786,543

Net Assets
Beginning of period	10,139,308	8,352,765
End of period (including undistributed net investment income of $33,456 and undistributed net investment income of $24,482, respectively)	$ 4,886,768	$ 10,139,308

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Capital Appreciation

Years ended October 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 32.13	$ 27.41	$ 26.22	$ 25.05	$ 23.53
Income from Investment Operations
Net investment income (loss)^C	.16	.11	.10	(.01)^F	(.03)
Net realized and unrealized gain (loss)	(13.27)	6.06	3.55	2.40	1.58
Total from investment operations	(13.11)	6.17	3.65	2.39	1.55
Distributions from net investment income	(.12)	(.11)	-	(.01)	(.01)
Distributions from net realized gain	(2.22)	(1.34)	(2.46)	(1.21)	(.02)
Total distributions	(2.34)	(1.45)	(2.46)	(1.22)	(.03)
Net asset value, end of period	$ 16.68	$ 32.13	$ 27.41	$ 26.22	$ 25.05
Total Return^{A, B}	(43.80)%	23.51%	14.70%	9.66%	6.60%
Ratios to Average Net Assets^{D, G}
Expenses before reductions	.82%	.83%	.91%	.94%	.94%
Expenses net of fee waivers, if any	.82%	.83%	.91%	.94%	.94%
Expenses net of all reductions	.82%	.82%	.87%	.90%	.91%
Net investment income (loss)	.67%	.36%	.36%	(.05)%^F	(.12)%
Supplemental Data
Net assets, end of period (in millions)	$ 4,794	$ 10,139	$ 8,353	$ 6,970	$ 5,861
Portfolio turnover rate^E	157%	135%	198%	109%	72%

^A Total returns would have been lower had certain expenses not been reduced during the periods shown.

^B Total returns do not include the effect of the former contingent deferred sales charge.

^C Calculated based on average shares outstanding during the period.

^D Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^F Investment income per share reflects a special dividend which amounted to $.03 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.19)%.

^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Year ended October 31,	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 25.11
Income from Investment Operations
Net investment income (loss)^D	.03
Net realized and unrealized gain (loss)	(8.45)
Total from investment operations	(8.42)
Net asset value, end of period	$ 16.69
Total Return^{B, C}	(33.53)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.66%^A
Expenses net of fee waivers, if any	.66%^A
Expenses net of all reductions	65%^A
Net investment income (loss)	.41%^A
Supplemental Data
Net assets, end of period (in millions)	$ 93
Portfolio turnover rate^F	157%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2008

(Amounts in thousands except ratios)

1. Organization.

Fidelity Capital Appreciation Fund (the Fund) is a fund of Fidelity Capital Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. On January 17, 2008, the Board of Trustees of the Fund approved the creation of an additional class of shares. The Fund commenced sale of shares of Class K and the existing class was designated Capital Appreciation on May 9, 2008. The fund offers Capital Appreciation and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS). Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensation, capital loss carryforwards, and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 309,414
Unrealized depreciation	(1,523,399)
Net unrealized appreciation (depreciation)	(1,213,985)
Undistributed ordinary income	33,369
Capital loss carryforward	(851,480)
Cost for federal income tax purposes	$ 6,150,999

The tax character of distributions paid was as follows:

	October 31, 2008	October 31, 2007
Ordinary Income	$ 345,637	$ 36,665
Long-term Capital Gains	389,626	406,370
Total	$ 735,263	$ 443,035

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,245,056 and $12,101,244, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the retail class of the Fund, Capital Appreciation, as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .57% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Capital Appreciation and asset-based fees of .05% of average net assets for Class K. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

was the transfer agent for Capital Appreciation shares. For the period, the transfer agent fees for Capital Appreciation were equivalent to an annual rate of .23% of average net assets.

For the period, the total transfer agent fees paid by each class were as follows:

	Amount
Capital Appreciation	$ 17,432
Class K	5
Total	$ 17,437

Accounting and Security Lending Fees. FSC, an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $99 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $16 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Security Lending - continued

the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $3,669.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Capital Appreciation's operating expenses. During the period, this reimbursement reduced the class' expenses by $13.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $345 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1. During the period, credits reduced each class' transfer agent expense as noted in the table below.

	Transfer Agent expense reduction
Capital Appreciation	$ 214

10. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress.

Annual Report

10. Other - continued

Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $469 which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2008	2007
From net investment income
Capital Appreciation	$ 37,706	$ 33,610
From net realized gain
Capital Appreciation	$ 697,557	$ 409,425

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2008^A	2007	2008^A	2007
Capital Appreciation
Shares sold	47,342	71,797	$ 1,138,810	$ 2,055,907
Conversion to Class K	(5,674)	-	(112,685)	-
Reinvestment of distributions	24,939	15,786	706,511	426,687
Shares redeemed	(94,744)	(76,738)	(2,202,870)	(2,212,582)
Net increase (decrease)	(28,137)	10,845	$ (470,234)	$ 270,012
Class K
Shares sold	115	-	$ 1,993	$ -
Conversion from Capital Appreciation	5,669	-	112,685	-
Shares redeemed	(240)	-	(4,312)	-
Net increase (decrease)	5,544	-	$ 110,366	$ -

^A Share transactions for Class K are for the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Capital Appreciation Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Capital Appreciation Fund (a fund of Fidelity Capital Trust) at October 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Capital Appreciation Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2008

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 379 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (78)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).
James C. Curvey (73)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation
Dennis J. Dirks (60)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Alan J. Lacy (55)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb (global pharmaceuticals, 2007-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.
Ned C. Lautenbach (64)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (64)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (64)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College and as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy. In addition, she served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (69)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, he is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (59)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (58)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment firm), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).

Advisory Board Member and Executive Officers**:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (64)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (39)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).
Walter C. Donovan (46)
	Year of Election or Appointment: 2007 Vice President of Fidelity's Equity Funds. Mr. Donovan also serves as President of FMR and FMR Co., Inc., and Executive Vice President of Fidelity Investments Money Management, Inc. (2007-present). Previously, Mr. Donovan served as Executive Vice President of FMR and FMR Co., Inc. (2005-2007) and Senior Vice President of FMR (2003-2005) and FMR Co., Inc. (2004-2005).
Bruce T. Herring (43)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.
Scott C. Goebel (40)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
John B. McGinty, Jr. (46)
	Year of Election or Appointment: 2008 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. McGinty is an employee of Fidelity Investments (2004-present). Mr. McGinty also serves as Senior Vice President, Secretary, and Chief Legal Officer of FDC (2007-present). Before joining Fidelity Investments, Mr. McGinty practiced law at Ropes & Gray, LLP.
Holly C. Laurent (54)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (50)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.
Kenneth A. Rathgeber (61)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present).
Bryan A. Mehrmann (47)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (41)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Robert G. Byrnes (41)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Byrnes is an employee of Fidelity Investments (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (54)
	Year of Election or Appointment: 2004 Assistant Treasurer of the Fidelity funds. Mr. Lydecker is an employee of Fidelity Investments.
Paul M. Murphy (61)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).
Gary W. Ryan (50)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Distributions (Unaudited)

The fund designates 17% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

A total of 2.87% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates 22% of the dividend distributed in December during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on May 14, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
	# of Votes	% of Votes
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000
PROPOSAL 3
A shareholder proposal concerning "procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights."
The fund did not achieve quorum with respect to this proposal, and therefore no action was taken at the meeting and subsequent adjournments. Because sufficient votes in favor of the proposal were not received, on June 18, 2008, the proxies in their discretion determined not to adjourn the meeting further on this item.

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Capital Appreciation Fund

Each year, typically in July, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers at each of its meetings factors that are relevant to, its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2008 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (Japan) Inc. and Fidelity Management & Research (Hong Kong) Limited, as well as amendments to the fund's agreement with Fidelity Management & Research (U.K.) Inc.

In considering whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board further considered that Fidelity voluntarily pays for market data out of its own resources.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fees on Fidelity's Institutional Money Market Funds and launching Class IV and Institutional Class of certain of these funds; (iii) reducing the transfer agent fees for the Fidelity Select Portfolios and Investor Class of the VIP funds; and (iv) launching Class K of 29 equity funds as a lower-fee class available to certain employer-sponsored retirement plans.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. (The fund did not offer Class K as of December 31, 2007.) The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Fidelity Capital Appreciation Fund

fid4000

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the second quartile for the one- and three-year periods and the first quartile for the five-year period. The Board also stated that the investment performance of the fund compared favorably to its benchmark for all the periods shown.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared. The Board also considered supplemental information about how the fund's management fee and total expenses ranked relative to groups based on Lipper classifications, which take into account a fund's market capitalization and style.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 9% means that 91% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Capital Appreciation Fund

fid4002

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2007. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

In connection with the renewal of the fund's management contract, the Board also approved non-material amendments to the fund's management contract to clarify certain provisions regarding the calculation of the fund's performance adjustment.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's total expenses ranked below its competitive median for 2007.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Annual Report

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) fid4004 1-800-544-5555

Automated line for quickest service

fid4007

CAF-UANN-1208
1.784775.105

Fidelity®

Capital Appreciation

Fund -
Class K

Annual Report

October 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2008	Past 1 year	Past 5 years	Past 10 years
Class K^A	-43.76%	-1.42%	3.30%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Capital Appreciation, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Capital Appreciation - Class K on October 31, 1998. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index (S&P 500®) performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

fid4021

Annual Report

Management's Discussion of Fund Performance

Comments from J. Fergus Shiel, Portfolio Manager of Fidelity® Capital Appreciation Fund

During the past year, the fund's Class K shares fell short of the S&P 500. (For specific class-level returns, please see the performance section of this report.) Poor stock selection - particularly in health care, energy and industrials - was responsible for most of the fund's underperformance. Fertilizer maker Mosaic was our largest detractor, as fertilizer prices weakened, corn prices fell and global financial stress ushered in a more difficult credit environment for farmers. Other detractors included Ireland-based biopharmaceutical holding Elan; AMR, parent company of American Airlines; commercial real estate holding CB Richard Ellis Group; and France-based Alstom, a supplier of power generation equipment. Mosaic, Elan and AMR were out-of-index holdings. Conversely, fund performance benefited from underweighting financials due to that sector's weak performance. Our results also were aided by an above-average cash position. Individual contributors included agricultural products supplier Monsanto and media holding Walt Disney, the fund's largest holding at period end. Not owning troubled insurer American International Group, an index component, further boosted our results.

Annual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value	Ending Account Value October 31, 2008	Expenses Paid During Period
Capital Appreciation	.79%
Actual		$ 1,000.00	$ 675.60	$ 3.33^B
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 4.01^C
Class K	.66%
Actual		$ 1,000.00	$ 664.70	$ 2.64^B
Hypothetical^A		$ 1,000.00	$ 1,021.82	$ 3.35^C

^A 5% return per year before expenses

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
The Walt Disney Co.	8.6	6.9
Monsanto Co.	5.7	4.8
Biogen Idec, Inc.	4.7	5.5
CME Group, Inc.	4.1	0.0
AMR Corp.	3.6	1.7
QUALCOMM, Inc.	3.1	0.0
Wal-Mart Stores, Inc.	2.9	0.8
Continental Airlines, Inc. Class B	2.5	1.4
Applied Materials, Inc.	2.4	1.8
Johnson & Johnson	2.2	0.0
	39.8
Top Five Market Sectors as of October 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Health Care	23.6	15.0
Industrials	16.9	20.2
Consumer Discretionary	13.9	21.1
Information Technology	11.6	8.0
Financials	7.8	5.7

Asset Allocation (% of fund's net assets)
As of October 31, 2008 *			As of April 30, 2008 **
	Stocks 89.5%			Stocks 95.6%
	Short-Term Investments and Net Other Assets 10.5%			Short-Term Investments and Net Other Assets 4.4%
* Foreign investments		5.4%	** Foreign investments		21.5%

fid4027

Annual Report

Investments October 31, 2008

Showing Percentage of Net Assets

Common Stocks - 89.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.9%
Hotels, Restaurants & Leisure - 0.8%
Accor SA (d)	195,244		$ 7,596
Paddy Power PLC (Ireland)	1,453,300		24,778
Starwood Hotels & Resorts Worldwide, Inc.	352,500		7,945
			40,319
Media - 12.3%
CBS Corp. Class B	1,222,600		11,871
Comcast Corp. Class A	3,789,400		59,721
Interpublic Group of Companies, Inc. (a)	4,027,700		20,904
Mediacom Communications Corp. Class A (a)(d)	2,909,723		12,919
The DIRECTV Group, Inc. (a)	1,189,733		26,043
The Walt Disney Co. (d)	16,173,579		418,895
Viacom, Inc. Class B (non-vtg.) (a)	472,082		9,545
Virgin Media, Inc. (d)	6,760,608		38,941
			598,839
Multiline Retail - 0.1%
Saks, Inc. (a)(d)	975,700		5,854
Specialty Retail - 0.2%
Lowe's Companies, Inc.	484,700		10,518
Textiles, Apparel & Luxury Goods - 0.5%
Coach, Inc. (a)	660,900		13,615
Deckers Outdoor Corp. (a)	98,380		8,349
			21,964
TOTAL CONSUMER DISCRETIONARY			677,494
CONSUMER STAPLES - 5.9%
Beverages - 1.1%
Anheuser-Busch Companies, Inc.	881,500		54,679
Food & Staples Retailing - 2.9%
Wal-Mart Stores, Inc.	2,559,700		142,857
Tobacco - 1.9%
Altria Group, Inc.	881,500		16,916
Lorillard, Inc.	572,989		37,737
Philip Morris International, Inc.	749,300		32,572
Reynolds American, Inc.	88,100		4,313
			91,538
TOTAL CONSUMER STAPLES			289,074
Common Stocks - continued
	Shares		Value (000s)
ENERGY - 0.5%
Energy Equipment & Services - 0.3%
Willbros Group, Inc. (a)(d)	1,159,499		$ 17,961
Oil, Gas & Consumable Fuels - 0.2%
Petrobank Energy & Resources Ltd. (a)	448,800		8,561
TOTAL ENERGY			26,522
FINANCIALS - 7.8%
Capital Markets - 2.7%
Charles Schwab Corp.	1,498,917		28,659
Janus Capital Group, Inc.	3,134,201		36,796
Man Group PLC	1,321,900		7,631
T. Rowe Price Group, Inc. (d)	1,459,405		57,705
			130,791
Diversified Financial Services - 4.1%
CME Group, Inc. (d)	716,723		202,223
Real Estate Management & Development - 1.0%
CB Richard Ellis Group, Inc. Class A (a)(d)	6,724,200		47,137
TOTAL FINANCIALS			380,151
HEALTH CARE - 23.6%
Biotechnology - 5.7%
Biogen Idec, Inc. (a)	5,413,263		230,334
Genentech, Inc. (a)	573,000		47,525
			277,859
Health Care Equipment & Supplies - 3.3%
Baxter International, Inc.	793,250		47,984
C.R. Bard, Inc.	592,017		52,246
Intuitive Surgical, Inc. (a)	171,100		29,564
Medtronic, Inc.	793,400		31,998
			161,792
Health Care Providers & Services - 2.5%
Express Scripts, Inc. (a)	396,526		24,033
Medco Health Solutions, Inc. (a)	911,498		34,591
VCA Antech, Inc. (a)	3,413,126		61,778
			120,402
Life Sciences Tools & Services - 0.7%
Techne Corp.	488,793		33,736
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - 11.4%
Allergan, Inc.	2,442,234		$ 96,883
Bristol-Myers Squibb Co.	4,446,195		91,369
Elan Corp. PLC sponsored ADR (a)	9,017,555		68,804
Johnson & Johnson	1,762,500		108,112
Merck & Co., Inc.	1,498,100		46,366
Pfizer, Inc.	4,054,900		71,812
Questcor Pharmaceuticals, Inc. (a)	983,839		7,615
Schering-Plough Corp.	2,296,900		33,282
Wyeth	1,057,500		34,030
			558,273
TOTAL HEALTH CARE			1,152,062
INDUSTRIALS - 16.9%
Aerospace & Defense - 0.3%
Northrop Grumman Corp.	352,600		16,533
Airlines - 10.3%
AMR Corp. (a)(d)(e)	16,858,975		172,130
Continental Airlines, Inc. Class B (a)(d)(e)	6,419,473		121,456
Ryanair Holdings PLC sponsored ADR (a)(d)	1,562,484		34,797
UAL Corp. (d)	6,440,091		93,768
US Airways Group, Inc. (a)(d)(e)	7,770,695		78,795
			500,946
Commercial Services & Supplies - 0.4%
Stericycle, Inc. (a)	352,600		20,602
Electrical Equipment - 1.3%
Alstom SA	1,304,046		64,633
Machinery - 0.6%
Cummins, Inc.	554,995		14,347
Deere & Co.	425,839		16,420
			30,767
Road & Rail - 4.0%
America Latina Logistica SA unit	2,299,900		10,606
Norfolk Southern Corp.	1,277,808		76,592
Union Pacific Corp.	1,604,900		107,159
			194,357
TOTAL INDUSTRIALS			827,838
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 11.6%
Communications Equipment - 3.1%
QUALCOMM, Inc.	3,925,400		$ 150,186
Internet Software & Services - 0.4%
DealerTrack Holdings, Inc. (a)	1,874,992		20,119
Semiconductors & Semiconductor Equipment - 5.1%
Altera Corp.	529,720		9,191
Applied Materials, Inc.	9,195,483		118,714
ASML Holding NV (NY Shares)	1,233,300		21,644
KLA-Tencor Corp. (d)	1,674,400		38,930
Kulicke & Soffa Industries, Inc. (a)	2,242,476		6,593
Lam Research Corp. (a)	1,809,602		40,463
Novellus Systems, Inc. (a)	881,300		13,925
			249,460
Software - 3.0%
Adobe Systems, Inc. (a)	1,103,271		29,391
Ansys, Inc. (a)	485,500		13,900
Autodesk, Inc. (a)	529,700		11,288
Oracle Corp. (a)	4,944,700		90,439
			145,018
TOTAL INFORMATION TECHNOLOGY			564,783
MATERIALS - 6.6%
Chemicals - 6.6%
FMC Corp.	905,721		39,435
Monsanto Co.	3,135,392		278,987
The Mosaic Co.	133,567		5,264
			323,686
TELECOMMUNICATION SERVICES - 2.7%
Diversified Telecommunication Services - 2.5%
Cbeyond, Inc. (a)(e)	2,082,247		25,029
Qwest Communications International, Inc. (d)	33,368,800		95,435
			120,464
Wireless Telecommunication Services - 0.2%
Centennial Communications Corp. Class A (a)	3,527,506		12,558
TOTAL TELECOMMUNICATION SERVICES			133,022
TOTAL COMMON STOCKS (Cost $5,553,942)		4,374,632

Nonconvertible Bonds - 0.0%
	Principal Amount (000s)		Value (000s)
INDUSTRIALS - 0.0%
Airlines - 0.0%
Delta Air Lines, Inc.:
7.7% 12/15/05 (a)	$ 15,269		$ 191
7.9% 12/15/09 (a)	3,920		49
8.3% 12/15/29 (a)	42,340		529
9% 5/15/16 (a)	4,930		62
9.75% 5/15/21 (a)	2,556		32
10% 8/15/49 (a)	8,047		101
10.375% 2/1/11 (a)	3,920		49
			1,013
TOTAL NONCONVERTIBLE BONDS (Cost $2,368)		1,013

Money Market Funds - 11.5%
	Shares
Fidelity Cash Central Fund, 1.81% (b)	364,346,440		364,346
Fidelity Securities Lending Cash Central Fund, 2.67% (b)(c)	197,022,709		197,023
TOTAL MONEY MARKET FUNDS (Cost $561,369)		561,369
TOTAL INVESTMENT PORTFOLIO - 101.0% (Cost $6,117,679)			4,937,014
NET OTHER ASSETS - (1.0)%			(50,246)
NET ASSETS - 100%		$ 4,886,768

Legend

(a) Non-income producing

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 20,797
Fidelity Securities Lending Cash Central Fund	3,669
Total	$ 24,466

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
AMR Corp.	$ 375,235	$ 31,197	$ 14,557	$ -	$ 172,130
Cbeyond, Inc.	41,213	33,305	2,217	-	25,029
Continental Airlines, Inc. Class B	212,462	30,925	26,300	-	121,456
DealerTrack Holdings, Inc.	105,317	5,625	5,962	-	-
Deckers Outdoor Corp.	110,658	-	74,026	-	-
US Airways Group, Inc.	110,823	31,252	2,878	-	78,795
Total	$ 955,708	$ 132,304	$ 125,940	$ -	$ 397,410

Income Tax Information

At October 31, 2008, the fund had a capital loss carryforward of approximately $851,480,000 all of which will expire on October 31, 2016.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	October 31, 2008

Assets
Investment in securities, at value (including securities loaned of $200,742) - See accompanying schedule: Unaffiliated issuers (cost $4,775,039)	$ 3,978,235
Fidelity Central Funds (cost $561,369)	561,369
Other affiliated issuers (cost $781,271)	397,410
Total Investments (cost $6,117,679)		$ 4,937,014
Receivable for investments sold		171,794
Receivable for fund shares sold		6,230
Dividends receivable		1,536
Distributions receivable from Fidelity Central Funds		886
Prepaid expenses		3
Other receivables		183
Total assets		5,117,646

Liabilities
Payable for investments purchased	$ 24,600
Payable for fund shares redeemed	6,244
Accrued management fee	1,412
Other affiliated payables	1,400
Other payables and accrued expenses	199
Collateral on securities loaned, at value	197,023
Total liabilities		230,878

Net Assets		$ 4,886,768
Net Assets consist of:
Paid in capital		$ 6,918,778
Undistributed net investment income		33,456
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(884,814)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(1,180,652)
Net Assets		$ 4,886,768
Capital Appreciation: Net Asset Value, offering price and redemption price per share ($4,794,216 ÷ 287,455 shares)		$ 16.68
Class K: Net Asset Value, offering price and redemption price per share ($92,552 ÷ 5,544 shares)		$ 16.69

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended October 31, 2008

Investment Income
Dividends		$ 89,832
Interest		88
Income from Fidelity Central Funds		24,466
Total income		114,386

Expenses
Management fee Basic fee	$ 43,049
Performance adjustment	670
Transfer agent fees	17,437
Accounting and security lending fees	1,269
Custodian fees and expenses	193
Independent trustees' compensation	35
Depreciation in deferred trustee compensation account	(3)
Registration fees	92
Audit	88
Legal	44
Miscellaneous	468
Total expenses before reductions	63,342
Expense reductions	(573)	62,769
Net investment income (loss)		51,617
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(824,785)
Other affiliated issuers	(51,973)
Foreign currency transactions	(2,487)
Total net realized gain (loss)		(879,245)
Change in net unrealized appreciation (depreciation) on: Investment securities	(3,329,780)
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		(3,329,781)
Net gain (loss)		(4,209,026)
Net increase (decrease) in net assets resulting from operations		$ (4,157,409)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2008	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 51,617	$ 33,781
Net realized gain (loss)	(879,245)	785,092
Change in net unrealized appreciation (depreciation)	(3,329,781)	1,140,693
Net increase (decrease) in net assets resulting from operations	(4,157,409)	1,959,566
Distributions to shareholders from net investment income	(37,706)	(33,610)
Distributions to shareholders from net realized gain	(697,557)	(409,425)
Total distributions	(735,263)	(443,035)
Share transactions - net increase (decrease)	(359,868)	270,012
Total increase (decrease) in net assets	(5,252,540)	1,786,543

Net Assets
Beginning of period	10,139,308	8,352,765
End of period (including undistributed net investment income of $33,456 and undistributed net investment income of $24,482, respectively)	$ 4,886,768	$ 10,139,308

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Capital Appreciation

Years ended October 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 32.13	$ 27.41	$ 26.22	$ 25.05	$ 23.53
Income from Investment Operations
Net investment income (loss)^C	.16	.11	.10	(.01)^F	(.03)
Net realized and unrealized gain (loss)	(13.27)	6.06	3.55	2.40	1.58
Total from investment operations	(13.11)	6.17	3.65	2.39	1.55
Distributions from net investment income	(.12)	(.11)	-	(.01)	(.01)
Distributions from net realized gain	(2.22)	(1.34)	(2.46)	(1.21)	(.02)
Total distributions	(2.34)	(1.45)	(2.46)	(1.22)	(.03)
Net asset value, end of period	$ 16.68	$ 32.13	$ 27.41	$ 26.22	$ 25.05
Total Return^{A, B}	(43.80)%	23.51%	14.70%	9.66%	6.60%
Ratios to Average Net Assets^{D, G}
Expenses before reductions	.82%	.83%	.91%	.94%	.94%
Expenses net of fee waivers, if any	.82%	.83%	.91%	.94%	.94%
Expenses net of all reductions	.82%	.82%	.87%	.90%	.91%
Net investment income (loss)	.67%	.36%	.36%	(.05)%^F	(.12)%
Supplemental Data
Net assets, end of period (in millions)	$ 4,794	$ 10,139	$ 8,353	$ 6,970	$ 5,861
Portfolio turnover rate^E	157%	135%	198%	109%	72%

^A Total returns would have been lower had certain expenses not been reduced during the periods shown.

^B Total returns do not include the effect of the former contingent deferred sales charge.

^C Calculated based on average shares outstanding during the period.

^E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Year ended October 31,	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 25.11
Income from Investment Operations
Net investment income (loss)^D	.03
Net realized and unrealized gain (loss)	(8.45)
Total from investment operations	(8.42)
Net asset value, end of period	$ 16.69
Total Return^{B, C}	(33.53)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.66%^A
Expenses net of fee waivers, if any	.66%^A
Expenses net of all reductions	65%^A
Net investment income (loss)	.41%^A
Supplemental Data
Net assets, end of period (in millions)	$ 93
Portfolio turnover rate^F	157%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2008

(Amounts in thousands except ratios)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensation, capital loss carryforwards, and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 309,414
Unrealized depreciation	(1,523,399)
Net unrealized appreciation (depreciation)	(1,213,985)
Undistributed ordinary income	33,369
Capital loss carryforward	(851,480)
Cost for federal income tax purposes	$ 6,150,999

The tax character of distributions paid was as follows:

	October 31, 2008	October 31, 2007
Ordinary Income	$ 345,637	$ 36,665
Long-term Capital Gains	389,626	406,370
Total	$ 735,263	$ 443,035

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,245,056 and $12,101,244, respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

was the transfer agent for Capital Appreciation shares. For the period, the transfer agent fees for Capital Appreciation were equivalent to an annual rate of .23% of average net assets.

For the period, the total transfer agent fees paid by each class were as follows:

	Amount
Capital Appreciation	$ 17,432
Class K	5
Total	$ 17,437

7. Committed Line of Credit.

8. Security Lending.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Security Lending - continued

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Capital Appreciation's operating expenses. During the period, this reimbursement reduced the class' expenses by $13.

	Transfer Agent expense reduction
Capital Appreciation	$ 214

10. Other.

Annual Report

10. Other - continued

Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $469 which is recorded in the accompanying Statement of Operations.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2008	2007
From net investment income
Capital Appreciation	$ 37,706	$ 33,610
From net realized gain
Capital Appreciation	$ 697,557	$ 409,425

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2008^A	2007	2008^A	2007
Capital Appreciation
Shares sold	47,342	71,797	$ 1,138,810	$ 2,055,907
Conversion to Class K	(5,674)	-	(112,685)	-
Reinvestment of distributions	24,939	15,786	706,511	426,687
Shares redeemed	(94,744)	(76,738)	(2,202,870)	(2,212,582)
Net increase (decrease)	(28,137)	10,845	$ (470,234)	$ 270,012
Class K
Shares sold	115	-	$ 1,993	$ -
Conversion from Capital Appreciation	5,669	-	112,685	-
Shares redeemed	(240)	-	(4,312)	-
Net increase (decrease)	5,544	-	$ 110,366	$ -

^A Share transactions for Class K are for the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Capital Appreciation Fund:

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2008

Annual Report

Trustees and Officers

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (78)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).
James C. Curvey (73)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation
Dennis J. Dirks (60)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Alan J. Lacy (55)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb (global pharmaceuticals, 2007-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.
Ned C. Lautenbach (64)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (64)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (64)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College and as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy. In addition, she served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (69)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, he is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (59)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (58)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment firm), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).

Advisory Board Member and Executive Officers**:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (64)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (39)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).
Walter C. Donovan (46)
	Year of Election or Appointment: 2007 Vice President of Fidelity's Equity Funds. Mr. Donovan also serves as President of FMR and FMR Co., Inc., and Executive Vice President of Fidelity Investments Money Management, Inc. (2007-present). Previously, Mr. Donovan served as Executive Vice President of FMR and FMR Co., Inc. (2005-2007) and Senior Vice President of FMR (2003-2005) and FMR Co., Inc. (2004-2005).
Bruce T. Herring (43)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.
Scott C. Goebel (40)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
John B. McGinty, Jr. (46)
	Year of Election or Appointment: 2008 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. McGinty is an employee of Fidelity Investments (2004-present). Mr. McGinty also serves as Senior Vice President, Secretary, and Chief Legal Officer of FDC (2007-present). Before joining Fidelity Investments, Mr. McGinty practiced law at Ropes & Gray, LLP.
Holly C. Laurent (54)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (50)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.
Kenneth A. Rathgeber (61)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present).
Bryan A. Mehrmann (47)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (41)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Robert G. Byrnes (41)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Byrnes is an employee of Fidelity Investments (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (54)
	Year of Election or Appointment: 2004 Assistant Treasurer of the Fidelity funds. Mr. Lydecker is an employee of Fidelity Investments.
Paul M. Murphy (61)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).
Gary W. Ryan (50)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
	# of Votes	% of Votes
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000
PROPOSAL 3
A shareholder proposal concerning "procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights."
The fund did not achieve quorum with respect to this proposal, and therefore no action was taken at the meeting and subsequent adjournments. Because sufficient votes in favor of the proposal were not received, on June 18, 2008, the proxies in their discretion determined not to adjourn the meeting further on this item.

^A Denotes trust-wide proposal and voting results.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Capital Appreciation Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Capital Appreciation Fund

fid4000

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Capital Appreciation Fund

fid4002

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

The Board noted that the fund's total expenses ranked below its competitive median for 2007.

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)
Fidelity Automated
Service Telephone (FAST®)
1-800-544-5555

Press

fid4031 For mutual fund and brokerage trading.

fid4033 For quotes.*

fid4035 For account balances and holdings.

fid4037 To review orders and mutual
fund activity.

fid4039 To change your PIN.

fid4041 fid4043 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)
Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity Investments
Japan Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) fid4004 1-800-544-5555

Automated line for quickest service

fid4007

CAF-K-UANN-1208
1.863089.100

Fidelity®

Disciplined Equity

Fund

Annual Report

October 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2008	Past 1 year	Past 5 years	Past 10 years
Disciplined Equity	-38.68%	0.93%	1.80%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Disciplined Equity, a class of the fund, on October 31, 1998. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM (S&P 500®) Index performed over the same period.

fid4061

Annual Report

Management's Discussion of Fund Performance

Comments from Keith Quinton, Portfolio Manager of Fidelity® Disciplined Equity Fund

The fund's Retail Class shares lost 38.68% during the year, trailing the S&P 500. Holdings in energy, materials and industrials detracted from returns, along with stocks in utilities, health care and consumer staples. Returns were hurt by underestimating the impact of the financial crisis on investment bank Goldman Sachs, which the fund overweighted. U.S. Steel had a sharp loss, a drop in demand. Oil refiners Tesoro and Valero Energy saw profits compress with the tightening price spread between oil and gasoline. The fund's returns also were hurt by its underweighting of consumer staples company Procter & Gamble and Wells Fargo, the large bank, as both stocks performed better than I expected. The fund sold its shares in Tesoro, Procter & Gamble and Wells Fargo. Performance was boosted by a large overweighting in JPMorgan Chase, the bank that had received a nod of confidence in March when the Federal Reserve Board tapped it to help save financially troubled investment bank Bear Stearns. Fast-food restaurant McDonald's performed well and benefited from a period when people were looking to cut costs of eating out. Tobacco manufacturer Altria and not owning financial giant and index component Citigroup also paid off.

Annual Report

Shareholder Expense Example

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2008 to October 31, 2008) for Disciplined Equity and for the entire period (May 9, 2008 to October 31, 2008) for Class K. The hypothetical expense Example is based on an investment of $1,000 invested for the one half year period (May 1, 2008 to October 31, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value	Ending Account Value October 31, 2008	Expenses Paid During Period
Disciplined Equity	.86%
Actual		$ 1,000.00	$ 689.90	$ 3.65 ^B
Hypothetical ^A		$ 1,000.00	$ 1,020.81	$ 4.37 ^C
Class K	.71%
Actual		$ 1,000.00	$ 686.30	$ 2.88 ^B
Hypothetical ^A		$ 1,000.00	$ 1,021.57	$ 3.61 ^C

^A 5% return per year before expenses

^B Actual expenses are equal to each Class' annualized expense ratio (shown in the table above); multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period) for Disciplined Equity and multiplied by 176/366 (to reflect the period May 9, 2008 to October 31, 2008) for Class K.

^CHypothetical Expenses are equal to each Class' annualized expense ratio (shown in the table above); multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.7	4.4
Hewlett-Packard Co.	4.1	3.9
ConocoPhillips	4.0	4.2
McDonald's Corp.	3.6	2.8
International Business Machines Corp.	3.4	3.3
Altria Group, Inc.	3.3	1.2
Northrop Grumman Corp.	3.1	1.5
Pfizer, Inc.	3.1	0.0
Berkshire Hathaway, Inc. Class B	2.8	1.3
Johnson & Johnson	2.8	3.3
	34.9
Top Five Market Sectors as of October 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	15.7	15.8
Financials	15.4	17.1
Health Care	13.7	11.0
Energy	13.1	13.5
Consumer Staples	12.5	10.6

Asset Allocation (% of fund's net assets)
As of October 31, 2008 *			As of April 30, 2008 **
	Stocks 99.5%			Stocks 99.9%
	Short-Term Investments and Net Other Assets 0.5%			Short-Term Investments and Net Other Assets 0.1%
* Foreign investments		8.3%	** Foreign investments		7.5%

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Annual Report

Investments October 31, 2008

Showing Percentage of Net Assets

Common Stocks - 99.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.8%
Diversified Consumer Services - 0.5%
H&R Block, Inc.	2,443,000		$ 48,176
Hotels, Restaurants & Leisure - 3.6%
McDonald's Corp.	6,200,000		359,166
Household Durables - 0.8%
NVR, Inc. (a)	115,000		56,374
Snap-On, Inc.	250,000		9,238
Whirlpool Corp.	200,000		9,330
			74,942
Internet & Catalog Retail - 0.1%
Liberty Media Corp. - Interactive Series A (a)	1,500,000		7,320
Leisure Equipment & Products - 0.5%
Hasbro, Inc.	1,800,000		52,326
Media - 1.4%
Comcast Corp. Class A (special) (non-vtg.)	500,000		7,710
DISH Network Corp. Class A (a)	1,500,000		23,610
DreamWorks Animation SKG, Inc. Class A (a)	2,400,000		67,440
Virgin Media, Inc. (d)	7,000,000		40,320
			139,080
Specialty Retail - 0.1%
Sherwin-Williams Co.	200,000		11,382
Textiles, Apparel & Luxury Goods - 1.8%
Coach, Inc. (a)	1,400,000		28,840
NIKE, Inc. Class B	2,300,000		132,549
VF Corp.	267,000		14,712
			176,101
TOTAL CONSUMER DISCRETIONARY			868,493
CONSUMER STAPLES - 12.5%
Beverages - 3.2%
Anheuser-Busch Companies, Inc.	1,500,000		93,045
Coca-Cola Hellenic Bottling Co. SA sponsored ADR	905,130		12,762
InBev SA (d)	700,000		28,233
Molson Coors Brewing Co. Class B (d)	4,841,400		180,875
			314,915
Food & Staples Retailing - 4.3%
BJ's Wholesale Club, Inc. (a)	1,600,000		56,320
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Kroger Co.	6,800,000		$ 186,728
Wal-Mart Stores, Inc.	3,300,000		184,173
			427,221
Food Products - 1.7%
Ralcorp Holdings, Inc. (a)	1,300,000		87,984
Tyson Foods, Inc. Class A	9,400,000		82,156
			170,140
Tobacco - 3.3%
Altria Group, Inc.	16,750,000		321,433
TOTAL CONSUMER STAPLES			1,233,709
ENERGY - 13.1%
Energy Equipment & Services - 3.2%
ENSCO International, Inc.	2,502,500		95,120
Helmerich & Payne, Inc.	1,800,000		61,758
Noble Corp.	1,600,000		51,536
Patterson-UTI Energy, Inc.	2,100,000		27,867
Rowan Companies, Inc.	1,500,000		27,210
Tidewater, Inc.	1,200,000		52,332
			315,823
Oil, Gas & Consumable Fuels - 9.9%
Alpha Natural Resources, Inc. (a)	1,600,000		57,232
Apache Corp.	500,000		41,165
Chevron Corp.	1,700,000		126,820
Cimarex Energy Co.	700,000		28,322
ConocoPhillips	7,547,268		392,609
Enterprise Products Partners LP	218,984		5,343
Exxon Mobil Corp.	1,350,000		100,062
Valero Energy Corp.	8,000,000		164,640
Walter Industries, Inc.	1,500,000		58,125
			974,318
TOTAL ENERGY			1,290,141
FINANCIALS - 15.4%
Capital Markets - 2.4%
Goldman Sachs Group, Inc.	2,500,000		231,250
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - 1.3%
National City Corp.	4,000,000		$ 10,800
PNC Financial Services Group, Inc.	1,600,000		106,672
Wachovia Corp.	1,500,000		9,615
			127,087
Consumer Finance - 1.3%
Capital One Financial Corp.	3,300,000		129,096
Diversified Financial Services - 4.8%
JPMorgan Chase & Co.	11,300,000		466,123
KKR Financial Holdings LLC	2,633,562		10,166
			476,289
Insurance - 5.1%
ACE Ltd.	1,500,000		86,040
American International Group, Inc.	5,000,000		9,550
Axis Capital Holdings Ltd.	1,000,000		28,480
Berkshire Hathaway, Inc. Class B (a)	72,000		276,480
Loews Corp.	3,100,000		102,951
			503,501
Real Estate Investment Trusts - 0.5%
Public Storage	600,000		48,900
TOTAL FINANCIALS			1,516,123
HEALTH CARE - 13.7%
Biotechnology - 1.5%
Amgen, Inc. (a)	1,600,000		95,824
Gilead Sciences, Inc. (a)	1,000,000		45,850
			141,674
Health Care Equipment & Supplies - 1.9%
Baxter International, Inc.	800,000		48,392
Covidien Ltd.	3,200,000		141,728
			190,120
Health Care Providers & Services - 1.1%
Humana, Inc. (a)	2,256,113		66,758
Universal Health Services, Inc. Class B	1,000,000		42,040
			108,798
Pharmaceuticals - 9.2%
Abbott Laboratories	3,400,000		187,510
Alpharma, Inc. Class A (a)	400,000		12,524
Johnson & Johnson	4,500,000		276,030
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	17,000,000		$ 301,070
Warner Chilcott Ltd. (a)	800,000		11,096
Wyeth	3,700,000		119,066
			907,296
TOTAL HEALTH CARE			1,347,888
INDUSTRIALS - 9.5%
Aerospace & Defense - 3.6%
Northrop Grumman Corp.	6,450,000		302,441
Raytheon Co.	1,000,000		51,110
			353,551
Electrical Equipment - 0.3%
Cooper Industries Ltd. Class A	1,000,000		30,950
Industrial Conglomerates - 3.3%
General Electric Co.	5,000,000		97,550
Tyco International Ltd.	9,000,000		227,520
			325,070
Machinery - 1.9%
Cummins, Inc.	2,900,000		74,965
Ingersoll-Rand Co. Ltd. Class A	1,800,000		33,210
Navistar International Corp. (a)	2,323,700		69,990
Timken Co.	600,000		9,528
			187,693
Marine - 0.1%
Alexander & Baldwin, Inc.	74,000		2,361
Trading Companies & Distributors - 0.3%
W.W. Grainger, Inc.	400,000		31,428
TOTAL INDUSTRIALS			931,053
INFORMATION TECHNOLOGY - 15.7%
Communications Equipment - 0.1%
Foundry Networks, Inc. (a)	700,000		10,395
Computers & Peripherals - 10.2%
Hewlett-Packard Co.	10,650,000		407,682
International Business Machines Corp.	3,605,700		335,222
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
NCR Corp. (a)	3,182,610		$ 58,178
Western Digital Corp. (a)(e)	12,300,000		202,950
			1,004,032
Internet Software & Services - 0.3%
Sohu.com, Inc. (a)	500,000		27,470
IT Services - 1.9%
Accenture Ltd. Class A	3,700,000		122,285
Affiliated Computer Services, Inc. Class A (a)	1,100,000		45,100
Alliance Data Systems Corp. (a)	200,000		10,032
Perot Systems Corp. Class A (a)	800,000		11,512
			188,929
Semiconductors & Semiconductor Equipment - 0.2%
Altera Corp.	1,000,000		17,350
PMC-Sierra, Inc. (a)	888,800		4,160
			21,510
Software - 3.0%
CA, Inc.	1,500,000		26,700
Microsoft Corp.	2,200,000		49,126
Sybase, Inc. (a)	4,000,000		106,520
Symantec Corp. (a)	9,200,000		115,736
			298,082
TOTAL INFORMATION TECHNOLOGY			1,550,418
MATERIALS - 3.3%
Chemicals - 0.9%
Hercules, Inc.	444,475		7,472
The Mosaic Co.	2,200,000		86,702
			94,174
Containers & Packaging - 0.3%
Pactiv Corp. (a)	500,000		11,780
Rock-Tenn Co. Class A	447,055		13,595
			25,375
Metals & Mining - 2.1%
ArcelorMittal SA (NY Shares) Class A	2,100,000		55,125
Cliffs Natural Resources, Inc.	1,100,000		29,689
Nucor Corp.	500,000		20,255
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Reliance Steel & Aluminum Co.	1,000,000		$ 25,040
United States Steel Corp.	2,000,000		73,760
			203,869
TOTAL MATERIALS			323,418
TELECOMMUNICATION SERVICES - 3.6%
Diversified Telecommunication Services - 3.6%
AT&T, Inc.	3,494,750		93,554
CenturyTel, Inc.	800,000		20,088
Embarq Corp.	1,400,000		42,000
Level 3 Communications, Inc. (a)(d)	9,000,000		9,450
Verizon Communications, Inc.	6,400,000		189,888
			354,980
UTILITIES - 3.9%
Gas Utilities - 0.7%
Energen Corp.	2,000,000		67,140
Independent Power Producers & Energy Traders - 2.0%
AES Corp. (a)	12,000,000		95,640
NRG Energy, Inc. (a)	4,350,000		101,138
			196,778
Multi-Utilities - 1.2%
CMS Energy Corp.	5,800,000		59,450
PG&E Corp.	500,000		18,335
Sempra Energy	1,000,000		42,590
			120,375
TOTAL UTILITIES			384,293
TOTAL COMMON STOCKS (Cost $11,760,148)		9,800,516
Money Market Funds - 2.8%

Fidelity Cash Central Fund, 1.81% (b)	244,897,024		244,897
Fidelity Securities Lending Cash Central Fund, 2.67% (b)(c)	31,754,425		31,754
TOTAL MONEY MARKET FUNDS (Cost $276,651)		276,651
Cash Equivalents - 0.4%
	Maturity Amount (000s)		Value (000s)
Investments in repurchase agreements in a joint trading account at 0.17%, dated 10/31/08 due 11/3/08 (Collateralized by U.S. Treasury Obligations) # (Cost $41,014)	$ 41,015		$ 41,014
TOTAL INVESTMENT PORTFOLIO - 102.7% (Cost $12,077,813)			10,118,181
NET OTHER ASSETS - (2.7)%			(265,208)
NET ASSETS - 100%		$ 9,852,973

Legend

(a) Non-income producing

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (000s)
$41,014,000 due 11/03/08 at 0.17%
BNP Paribas Securities Corp.	$ 9,790
Banc of America Securities LLC	22,989
Barclays Capital, Inc.	5,208
Credit Suisse Securities (USA) LLC	2,083
Deutsche Bank Securities, Inc.	944
	$ 41,014

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 6,460
Fidelity Securities Lending Cash Central Fund	889
Total	$ 7,349

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Western Digital Corp.	$ 54,432	$ 342,577	$ 42,009	$ -	$ 202,950

Income Tax Information

At October 31, 2008, the fund had a capital loss carryforward of approximately $1,901,584,000 all of which will expire on October 31, 2016.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	October 31, 2008

Assets
Investment in securities, at value (including securities loaned of $28,348 and repurchase agreements of $41,014) - See accompanying schedule: Unaffiliated issuers (cost $11,447,606)	$ 9,638,580
Fidelity Central Funds (cost $276,651)	276,651
Other affiliated issuers (cost $353,556)	202,950
Total Investments (cost $12,077,813)		$ 10,118,181
Receivable for investments sold		175,260
Receivable for fund shares sold		16,409
Dividends receivable		15,876
Distributions receivable from Fidelity Central Funds		616
Prepaid expenses		3
Other receivables		116
Total assets		10,326,461

Liabilities
Payable for investments purchased	$ 432,188
Payable for fund shares redeemed	2,300
Accrued management fee	4,432
Other affiliated payables	2,439
Other payables and accrued expenses	375
Collateral on securities loaned, at value	31,754
Total liabilities		473,488

Net Assets		$ 9,852,973
Net Assets consist of:
Paid in capital		$ 13,732,401
Undistributed net investment income		102,938
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,018,281)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(1,964,085)
Net Assets		$ 9,852,973

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	October 31, 2008

Disciplined Equity: Net Asset Value, offering price and redemption price per share ($9,804,023 ÷ 522,133 shares)		$ 18.78

Class K: Net Asset Value, offering price and redemption price per share ($48,950 ÷ 2,605 shares)		$ 18.79

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

Amounts in thousands	Year ended October 31, 2008

Investment Income
Dividends		$ 228,282
Interest		401
Income from Fidelity Central Funds		7,349
Total income		236,032

Expenses
Management fee Basic fee	$ 66,872
Performance adjustment	8,214
Transfer agent fees	27,477
Accounting and security lending fees	1,398
Custodian fees and expenses	184
Independent trustees' compensation	52
Depreciation in deferred trustee compensation account	(1)
Registration fees	288
Audit	91
Legal	56
Interest	10
Miscellaneous	184
Total expenses before reductions	104,825
Expense reductions	(688)	104,137
Net investment income (loss)		131,895
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(1,865,423)
Other affiliated issuers	4,642
Foreign currency transactions	225
Futures contracts	(138,460)
Total net realized gain (loss)		(1,999,016)
Change in net unrealized appreciation (depreciation) on: Investment securities	(3,632,503)
Assets and liabilities in foreign currencies	68
Futures contracts	(5,524)
Total change in net unrealized appreciation (depreciation)		(3,637,959)
Net gain (loss)		(5,636,975)
Net increase (decrease) in net assets resulting from operations		$ (5,505,080)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2008	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 131,895	$ 83,076
Net realized gain (loss)	(1,999,016)	884,975
Change in net unrealized appreciation (depreciation)	(3,637,959)	635,830
Net increase (decrease) in net assets resulting from operations	(5,505,080)	1,603,881
Distributions to shareholders from net investment income	(93,304)	(47,969)
Distributions to shareholders from net realized gain	(872,035)	(628,643)
Total distributions	(965,339)	(676,612)
Share transactions - net increase (decrease)	4,841,711	2,860,307
Total increase (decrease) in net assets	(1,628,708)	3,787,576

Net Assets
Beginning of period	11,481,681	7,694,105
End of period (including undistributed net investment income of $102,938 and undistributed net investment income of $68,769, respectively)	$ 9,852,973	$ 11,481,681

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Disciplined Equity

Years ended October 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 33.37	$ 30.83	$ 26.71	$ 23.41	$ 21.78
Income from Investment Operations
Net investment income (loss) ^B	.29	.27	.22	.20 ^E	.12
Net realized and unrealized gain (loss)	(12.19)	4.95	4.08	3.28	1.62
Total from investment operations	(11.90)	5.22	4.30	3.48	1.74
Distributions from net investment income	(.26)	(.19)	(.18)	(.18)	(.11)
Distributions from net realized gain	(2.43)	(2.49)	-	-	-
Total distributions	(2.69)	(2.68)	(.18)	(.18)	(.11)
Net asset value, end of period	$ 18.78	$ 33.37	$ 30.83	$ 26.71	$ 23.41
Total Return^A	(38.68)%	18.42%	16.16%	14.92%	8.03%
Ratios to Average Net Assets^C,F
Expenses before reductions	.87%	.91%	.92%	.89%	.89%
Expenses net of fee waivers, if any	.87%	.91%	.92%	.89%	.89%
Expenses net of all reductions	.87%	.90%	.91%	.87%	.88%
Net investment income (loss)	1.10%	.88%	.76%	.79% ^E	.51%
Supplemental Data
Net assets, end of period (in millions)	$ 9,804	$ 11,482	$ 7,694	$ 5,845	$ 4,467
Portfolio turnover rate ^D	186%	152%	98%	80%	42%

^ATotal returns would have been lower had certain expenses not been reduced during the periods shown.

^BCalculated based on average shares outstanding during the period.

^CFees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds

^DAmount does not include the portfolio activity of any underlying Fidelity Central Funds.

^EInvestment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .57%.

^FExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Year ended October 31,	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 27.38
Income from Investment Operations
Net investment income (loss) ^D	.12
Net realized and unrealized gain (loss)	(8.71)
Total from investment operations	(8.59)
Net asset value, end of period	$ 18.79
Total Return^B,C	(31.37)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.71% ^A
Expenses net of fee waivers, if any	.71% ^A
Expenses net of all reductions	.71% ^A
Net investment income (loss)	1.30% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 49
Portfolio turnover rate ^F	186%

^AAnnualized

^BTotal returns for periods of less than one year are not annualized.

^CTotal returns would have been lower had certain expenses not been reduced during the periods shown.

^DCalculated based on average shares outstanding during the period.

^EFees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^FAmount does not include the portfolio activity of any underlying Fidelity Central Funds.

^GFor the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

^HExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2008

(Amounts in thousands except ratios)

1. Organization.

Fidelity Disciplined Equity Fund (the Fund) is a fund of Fidelity Capital Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. On January 17, 2008, the Board of Trustees of the Fund approved the creation of an additional class of shares. The Fund commenced sale of Class K shares and the existing class was designated Disciplined Equity on May 9, 2008. The Fund offers Disciplined Equity and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Annual Report

3. Significant Accounting Policies - continued

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures transactions, foreign currency transactions, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 350,759
Unrealized depreciation	(2,431,767)
Net unrealized appreciation (depreciation)	(2,081,008)
Undistributed ordinary income	103,267
Capital loss carryforward	(1,901,584)

Cost for federal income tax purposes	$ 12,199,189

The tax character of distributions paid was as follows:

	October 31, 2008	October 31, 2007

Ordinary Income	$ 333,742	$ 47,969
Long-term Capital Gains	631,597	628,643
Total	$ 965,339	$ 676,612

New Accounting Pronouncements. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

In addition, in March 2008, Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), was issued and is effective for reporting periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures to provide information about the reasons the Fund invests in derivative instruments, the accounting treatment and the effect derivatives have on financial performance.

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $26,171,618 and $22,034,534, respectively.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the retail class of the Fund, Disciplined Equity as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .63% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Disciplined Equity and asset-based fees of .05% of average net assets for Class K. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Disciplined Equity shares. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets
Disciplined Equity	$ 27,474	.23
Class K	3	.05 *
Total	$ 27,477

* Annualized

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 29,832	2.33%	$ 6

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $24 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Security Lending - continued

associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $889.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $7,440. The weighted average interest rate was 3.20%. The interest expense amounted to $4 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $95 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

	Transfer Agent expense reduction
Disciplined Equity	$ 580

FMR voluntarily agreed to reimburse a portion of Disciplined Equity's operating expenses. During the period, this reimbursement reduced the class' expenses by $13.

11. Other.

Annual Report

11. Other - continued

At the end of the period, Fidelity Freedom 2020 and Fidelity Freedom 2030 were the owners of record of approximately 17% and 14%, respectively, of the total outstanding shares of the Fund. The Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 69% of the total outstanding shares of the Fund.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $479, which is recorded in the accompanying Statement of Operations.

During the period, Lehman Brothers Holdings, Inc. and certain of its affiliates (LBHI) sought protection under the insolvency laws of their jurisdictions of organization, including the United States, the United Kingdom and Japan. At the time LBHI's insolvency proceedings were instituted, the Fund had outstanding securities trades with counterparties affiliated with LBHI. As a result of the insolvency proceedings, LBHI is unable to fulfill its commitments and, in certain cases, the Fund may have terminated its trades and related agreements with the relevant entities and, where appropriate, is in the process of initiating claims for damages. FMR believes that the financial impact to the Fund relating to the terminated trades and agreements is immaterial.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

12. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2008	2007
From net investment income
Disciplined Equity	$ 93,304	$ 47,969

From net realized gain
Disciplined Equity	$ 872,035	$ 628,643

13. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2008 ^A	2007	2008 ^A	2007
Disciplined Equity
Shares sold	194,792	88,984	$ 5,037,304	$ 2,746,628
Conversion to Class K	(2,555)	-	(60,355)	-
Reinvestment of distributions	31,848	23,454	955,761	667,968
Shares redeemed	(45,999)	(17,968)	(1,152,480)	(554,289)
Net increase (decrease)	178,086	94,470	$ 4,780,230	$ 2,860,307
Class K
Shares sold	127	-	$ 2,643	$ -
Conversion from Disciplined Equity	2,553	-	60,355	-
Shares redeemed	(75)	-	(1,517)	-
Net increase (decrease)	2,605	-	$ 61,481	$ -

^A Share transactions for Class K are for the period May 9, 2008 (commencement of sale of shares) to October 31, 2008.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Disciplined Equity Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Disciplined Equity Fund (a fund of Fidelity Capital Trust) at October 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Disciplined Equity Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 22, 2008

Annual Report

Trustees and Officers

The fund's Statement of Additional Information (SAI) include more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (78)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).
James C. Curvey (73)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006- present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation
Dennis J. Dirks (60)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Alan J. Lacy (55)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb (global pharmaceuticals, 2007-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.
Ned C. Lautenbach (64)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm). Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations. Previously, Mr. Lautenbach served as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (64)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965- 2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (64)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College and as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy. In addition, she served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (69)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President (1993-2000; 2002- 2003), CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, he is a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (59)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (58)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment firm), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).

Advisory Board Member and Executive Officers**:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (64)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (39)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).
Walter C. Donovan (46)
	Year of Election or Appointment: 2007 Vice President of Fidelity's Equity Funds. Mr. Donovan also serves as President of FMR and FMR Co., Inc., and Executive Vice President of Fidelity Investments Money Management, Inc. (2007-present). Previously, Mr. Donovan served as Executive Vice President of FMR and FMR Co., Inc. (2005-2007) and Senior Vice President of FMR (2003-2005) and FMR Co., Inc. (2004-2005).
Bruce T. Herring (43)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Group Chief Investments Officer of FMR. Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds.
Scott C. Goebel (40)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
John B. McGinty, Jr. (46)
	Year of Election or Appointment: 2008 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. McGinty is an employee of Fidelity Investments (2004-present). Mr. McGinty also serves as Senior Vice President, Secretary, and Chief Legal Officer of FDC (2007-present). Before joining Fidelity Investments, Mr. McGinty practiced law at Ropes & Gray, LLP.
Holly C. Laurent (54)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (50)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.
Kenneth A. Rathgeber (61)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005- present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present).
Bryan A. Mehrmann (47)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (41)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Robert G. Byrnes (41)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Byrnes is an employee of Fidelity Investments (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (54)
	Year of Election or Appointment: 2004 Assistant Treasurer of the Fidelity funds. Mr. Lydecker is an employee of Fidelity Investments.
Paul M. Murphy (61)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).
Gary W. Ryan (50)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Distributions

A total of .52% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates 12% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 48% of the dividend distributed in December during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax returns.

Annual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
	# of Votes	% of Votes
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000

^A Denotes trust-wide proposal and voting results.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Disciplined Equity Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. (The fund did not offer Class K as of December 31, 2007.) The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Fidelity Disciplined Equity Fund

fid4069

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the first quartile for all the periods shown. The Board also stated that the investment performance of the fund compared favorably to its benchmark for all the periods shown.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are co mpared. The Board also considered supplemental information about how the fund's management fee and total expenses ranked relative to groups based on Lipper classifications, which take into account a fund's market capitalization and style.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG% of 9% means that 91% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Disciplined Equity Fund

fid4071

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's total expenses ranked below its competitive median for 2007.

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Managing Your Investments

By Phone

(phone_graphic)
Fidelity Automated
Service Telephone (FAST®)
1-800-544-5555

Press

fid4031 For mutual fund and brokerage trading.

fid4033 For quotes.*

fid4035 For account balances and holdings.

fid4037 To review orders and mutual
fund activity.

fid4039 To change your PIN.

fid4041 fid4043 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)
Fidelity's Web Site
www.fidelity.com

Annual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Limited
Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc. (FIIOC)

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

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for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) fid4004 1-800-544-5555

Automated line for quickest service

fid4007

FDE-UANN-1208
1.784777.105

Fidelity®

Disciplined Equity

Fund -
Class K

Annual Report

October 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,
/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2008	Past 1 year	Past 5 years	Past 10 years
Class K^A	-38.64%	0.94%	1.81%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Disciplined Equity, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Disciplined Equity - Class K on October 31, 1998. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM (S&P 500®) Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

fid4096

Annual Report

Management's Discussion of Fund Performance

Comments from Keith Quinton, Portfolio Manager of Fidelity® Disciplined Equity Fund

For the one-year period, the fund's Class K shares trailed the S&P 500. (For specific class-level returns, please see the performance section of this shareholder report.) Holdings in energy, materials and industrials detracted from returns, along with stocks in utilities, health care and consumer staples. Returns were hurt by underestimating the impact of the financial crisis on investment bank Goldman Sachs, which the fund overweighted. U.S. Steel had a sharp loss, reflecting a drop in demand. Oil refiners Tesoro and Valero Energy saw profits compress with the tightening price spread between oil and gasoline. The fund's returns also were hurt by its underweighting of consumer staples company Procter & Gamble and Wells Fargo, the large bank, as both stocks performed better than I expected. The fund sold its shares in Tesoro, Procter & Gamble and Wells Fargo. Performance was boosted by a large overweighting in JPMorgan Chase, the bank that had received a nod of confidence in March when the Federal Reserve Board tapped it to help save financially troubled investment bank Bear Stearns. Fast-food restaurant McDonald's performed well and benefited from a period when people were looking to cut costs of eating out. Tobacco manufacturer Altria and not owning financial giant and index component Citigroup also paid off.

Annual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value	Ending Account Value October 31, 2008	Expenses Paid During Period
Disciplined Equity	.86%
Actual		$ 1,000.00	$ 689.90	$ 3.65 ^B
Hypothetical ^A		$ 1,000.00	$ 1,020.81	$ 4.37 ^C
Class K	.71%
Actual		$ 1,000.00	$ 686.30	$ 2.88 ^B
Hypothetical ^A		$ 1,000.00	$ 1,021.57	$ 3.61 ^C

^A 5% return per year before expenses

^B Actual expenses are equal to each Class' annualized expense ratio (shown in the table above); multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period) for Disciplined Equity and multiplied by 176/366 (to reflect the period May 9, 2008 to October 31, 2008) for Class K.

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.7	4.4
Hewlett-Packard Co.	4.1	3.9
ConocoPhillips	4.0	4.2
McDonald's Corp.	3.6	2.8
International Business Machines Corp.	3.4	3.3
Altria Group, Inc.	3.3	1.2
Northrop Grumman Corp.	3.1	1.5
Pfizer, Inc.	3.1	0.0
Berkshire Hathaway, Inc. Class B	2.8	1.3
Johnson & Johnson	2.8	3.3
	34.9
Top Five Market Sectors as of October 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	15.7	15.8
Financials	15.4	17.1
Health Care	13.7	11.0
Energy	13.1	13.5
Consumer Staples	12.5	10.6

Asset Allocation (% of fund's net assets)
As of October 31, 2008 *			As of April 30, 2008 **
	Stocks 99.5%			Stocks 99.9%
	Short-Term Investments and Net Other Assets 0.5%			Short-Term Investments and Net Other Assets 0.1%
* Foreign investments		8.3%	** Foreign investments		7.5%

fid4102

Annual Report

Investments October 31, 2008

Showing Percentage of Net Assets

Common Stocks - 99.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.8%
Diversified Consumer Services - 0.5%
H&R Block, Inc.	2,443,000		$ 48,176
Hotels, Restaurants & Leisure - 3.6%
McDonald's Corp.	6,200,000		359,166
Household Durables - 0.8%
NVR, Inc. (a)	115,000		56,374
Snap-On, Inc.	250,000		9,238
Whirlpool Corp.	200,000		9,330
			74,942
Internet & Catalog Retail - 0.1%
Liberty Media Corp. - Interactive Series A (a)	1,500,000		7,320
Leisure Equipment & Products - 0.5%
Hasbro, Inc.	1,800,000		52,326
Media - 1.4%
Comcast Corp. Class A (special) (non-vtg.)	500,000		7,710
DISH Network Corp. Class A (a)	1,500,000		23,610
DreamWorks Animation SKG, Inc. Class A (a)	2,400,000		67,440
Virgin Media, Inc. (d)	7,000,000		40,320
			139,080
Specialty Retail - 0.1%
Sherwin-Williams Co.	200,000		11,382
Textiles, Apparel & Luxury Goods - 1.8%
Coach, Inc. (a)	1,400,000		28,840
NIKE, Inc. Class B	2,300,000		132,549
VF Corp.	267,000		14,712
			176,101
TOTAL CONSUMER DISCRETIONARY			868,493
CONSUMER STAPLES - 12.5%
Beverages - 3.2%
Anheuser-Busch Companies, Inc.	1,500,000		93,045
Coca-Cola Hellenic Bottling Co. SA sponsored ADR	905,130		12,762
InBev SA (d)	700,000		28,233
Molson Coors Brewing Co. Class B (d)	4,841,400		180,875
			314,915
Food & Staples Retailing - 4.3%
BJ's Wholesale Club, Inc. (a)	1,600,000		56,320
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Kroger Co.	6,800,000		$ 186,728
Wal-Mart Stores, Inc.	3,300,000		184,173
			427,221
Food Products - 1.7%
Ralcorp Holdings, Inc. (a)	1,300,000		87,984
Tyson Foods, Inc. Class A	9,400,000		82,156
			170,140
Tobacco - 3.3%
Altria Group, Inc.	16,750,000		321,433
TOTAL CONSUMER STAPLES			1,233,709
ENERGY - 13.1%
Energy Equipment & Services - 3.2%
ENSCO International, Inc.	2,502,500		95,120
Helmerich & Payne, Inc.	1,800,000		61,758
Noble Corp.	1,600,000		51,536
Patterson-UTI Energy, Inc.	2,100,000		27,867
Rowan Companies, Inc.	1,500,000		27,210
Tidewater, Inc.	1,200,000		52,332
			315,823
Oil, Gas & Consumable Fuels - 9.9%
Alpha Natural Resources, Inc. (a)	1,600,000		57,232
Apache Corp.	500,000		41,165
Chevron Corp.	1,700,000		126,820
Cimarex Energy Co.	700,000		28,322
ConocoPhillips	7,547,268		392,609
Enterprise Products Partners LP	218,984		5,343
Exxon Mobil Corp.	1,350,000		100,062
Valero Energy Corp.	8,000,000		164,640
Walter Industries, Inc.	1,500,000		58,125
			974,318
TOTAL ENERGY			1,290,141
FINANCIALS - 15.4%
Capital Markets - 2.4%
Goldman Sachs Group, Inc.	2,500,000		231,250
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - 1.3%
National City Corp.	4,000,000		$ 10,800
PNC Financial Services Group, Inc.	1,600,000		106,672
Wachovia Corp.	1,500,000		9,615
			127,087
Consumer Finance - 1.3%
Capital One Financial Corp.	3,300,000		129,096
Diversified Financial Services - 4.8%
JPMorgan Chase & Co.	11,300,000		466,123
KKR Financial Holdings LLC	2,633,562		10,166
			476,289
Insurance - 5.1%
ACE Ltd.	1,500,000		86,040
American International Group, Inc.	5,000,000		9,550
Axis Capital Holdings Ltd.	1,000,000		28,480
Berkshire Hathaway, Inc. Class B (a)	72,000		276,480
Loews Corp.	3,100,000		102,951
			503,501
Real Estate Investment Trusts - 0.5%
Public Storage	600,000		48,900
TOTAL FINANCIALS			1,516,123
HEALTH CARE - 13.7%
Biotechnology - 1.5%
Amgen, Inc. (a)	1,600,000		95,824
Gilead Sciences, Inc. (a)	1,000,000		45,850
			141,674
Health Care Equipment & Supplies - 1.9%
Baxter International, Inc.	800,000		48,392
Covidien Ltd.	3,200,000		141,728
			190,120
Health Care Providers & Services - 1.1%
Humana, Inc. (a)	2,256,113		66,758
Universal Health Services, Inc. Class B	1,000,000		42,040
			108,798
Pharmaceuticals - 9.2%
Abbott Laboratories	3,400,000		187,510
Alpharma, Inc. Class A (a)	400,000		12,524
Johnson & Johnson	4,500,000		276,030
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	17,000,000		$ 301,070
Warner Chilcott Ltd. (a)	800,000		11,096
Wyeth	3,700,000		119,066
			907,296
TOTAL HEALTH CARE			1,347,888
INDUSTRIALS - 9.5%
Aerospace & Defense - 3.6%
Northrop Grumman Corp.	6,450,000		302,441
Raytheon Co.	1,000,000		51,110
			353,551
Electrical Equipment - 0.3%
Cooper Industries Ltd. Class A	1,000,000		30,950
Industrial Conglomerates - 3.3%
General Electric Co.	5,000,000		97,550
Tyco International Ltd.	9,000,000		227,520
			325,070
Machinery - 1.9%
Cummins, Inc.	2,900,000		74,965
Ingersoll-Rand Co. Ltd. Class A	1,800,000		33,210
Navistar International Corp. (a)	2,323,700		69,990
Timken Co.	600,000		9,528
			187,693
Marine - 0.1%
Alexander & Baldwin, Inc.	74,000		2,361
Trading Companies & Distributors - 0.3%
W.W. Grainger, Inc.	400,000		31,428
TOTAL INDUSTRIALS			931,053
INFORMATION TECHNOLOGY - 15.7%
Communications Equipment - 0.1%
Foundry Networks, Inc. (a)	700,000		10,395
Computers & Peripherals - 10.2%
Hewlett-Packard Co.	10,650,000		407,682
International Business Machines Corp.	3,605,700		335,222
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
NCR Corp. (a)	3,182,610		$ 58,178
Western Digital Corp. (a)(e)	12,300,000		202,950
			1,004,032
Internet Software & Services - 0.3%
Sohu.com, Inc. (a)	500,000		27,470
IT Services - 1.9%
Accenture Ltd. Class A	3,700,000		122,285
Affiliated Computer Services, Inc. Class A (a)	1,100,000		45,100
Alliance Data Systems Corp. (a)	200,000		10,032
Perot Systems Corp. Class A (a)	800,000		11,512
			188,929
Semiconductors & Semiconductor Equipment - 0.2%
Altera Corp.	1,000,000		17,350
PMC-Sierra, Inc. (a)	888,800		4,160
			21,510
Software - 3.0%
CA, Inc.	1,500,000		26,700
Microsoft Corp.	2,200,000		49,126
Sybase, Inc. (a)	4,000,000		106,520
Symantec Corp. (a)	9,200,000		115,736
			298,082
TOTAL INFORMATION TECHNOLOGY			1,550,418
MATERIALS - 3.3%
Chemicals - 0.9%
Hercules, Inc.	444,475		7,472
The Mosaic Co.	2,200,000		86,702
			94,174
Containers & Packaging - 0.3%
Pactiv Corp. (a)	500,000		11,780
Rock-Tenn Co. Class A	447,055		13,595
			25,375
Metals & Mining - 2.1%
ArcelorMittal SA (NY Shares) Class A	2,100,000		55,125
Cliffs Natural Resources, Inc.	1,100,000		29,689
Nucor Corp.	500,000		20,255
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Reliance Steel & Aluminum Co.	1,000,000		$ 25,040
United States Steel Corp.	2,000,000		73,760
			203,869
TOTAL MATERIALS			323,418
TELECOMMUNICATION SERVICES - 3.6%
Diversified Telecommunication Services - 3.6%
AT&T, Inc.	3,494,750		93,554
CenturyTel, Inc.	800,000		20,088
Embarq Corp.	1,400,000		42,000
Level 3 Communications, Inc. (a)(d)	9,000,000		9,450
Verizon Communications, Inc.	6,400,000		189,888
			354,980
UTILITIES - 3.9%
Gas Utilities - 0.7%
Energen Corp.	2,000,000		67,140
Independent Power Producers & Energy Traders - 2.0%
AES Corp. (a)	12,000,000		95,640
NRG Energy, Inc. (a)	4,350,000		101,138
			196,778
Multi-Utilities - 1.2%
CMS Energy Corp.	5,800,000		59,450
PG&E Corp.	500,000		18,335
Sempra Energy	1,000,000		42,590
			120,375
TOTAL UTILITIES			384,293
TOTAL COMMON STOCKS (Cost $11,760,148)		9,800,516
Money Market Funds - 2.8%

Fidelity Cash Central Fund, 1.81% (b)	244,897,024		244,897
Fidelity Securities Lending Cash Central Fund, 2.67% (b)(c)	31,754,425		31,754
TOTAL MONEY MARKET FUNDS (Cost $276,651)		276,651
Cash Equivalents - 0.4%
	Maturity Amount (000s)		Value (000s)
Investments in repurchase agreements in a joint trading account at 0.17%, dated 10/31/08 due 11/3/08 (Collateralized by U.S. Treasury Obligations) # (Cost $41,014)	$ 41,015		$ 41,014
TOTAL INVESTMENT PORTFOLIO - 102.7% (Cost $12,077,813)			10,118,181
NET OTHER ASSETS - (2.7)%			(265,208)
NET ASSETS - 100%		$ 9,852,973

Legend

(a) Non-income producing

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (000s)
$41,014,000 due 11/03/08 at 0.17%
BNP Paribas Securities Corp.	$ 9,790
Banc of America Securities LLC	22,989
Barclays Capital, Inc.	5,208
Credit Suisse Securities (USA) LLC	2,083
Deutsche Bank Securities, Inc.	944
	$ 41,014

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 6,460
Fidelity Securities Lending Cash Central Fund	889
Total	$ 7,349

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Western Digital Corp.	$ 54,432	$ 342,577	$ 42,009	$ -	$ 202,950

Income Tax Information

At October 31, 2008, the fund had a capital loss carryforward of approximately $1,901,584,000 all of which will expire on October 31, 2016.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	October 31, 2008

Assets
Investment in securities, at value (including securities loaned of $28,348 and repurchase agreements of $41,014) - See accompanying schedule: Unaffiliated issuers (cost $11,447,606)	$ 9,638,580
Fidelity Central Funds (cost $276,651)	276,651
Other affiliated issuers (cost $353,556)	202,950
Total Investments (cost $12,077,813)		$ 10,118,181
Receivable for investments sold		175,260
Receivable for fund shares sold		16,409
Dividends receivable		15,876
Distributions receivable from Fidelity Central Funds		616
Prepaid expenses		3
Other receivables		116
Total assets		10,326,461

Liabilities
Payable for investments purchased	$ 432,188
Payable for fund shares redeemed	2,300
Accrued management fee	4,432
Other affiliated payables	2,439
Other payables and accrued expenses	375
Collateral on securities loaned, at value	31,754
Total liabilities		473,488

Net Assets		$ 9,852,973
Net Assets consist of:
Paid in capital		$ 13,732,401
Undistributed net investment income		102,938
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,018,281)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(1,964,085)
Net Assets		$ 9,852,973

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	October 31, 2008

Disciplined Equity: Net Asset Value, offering price and redemption price per share ($9,804,023 ÷ 522,133 shares)		$ 18.78

Class K: Net Asset Value, offering price and redemption price per share ($48,950 ÷ 2,605 shares)		$ 18.79

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

Amounts in thousands	Year ended October 31, 2008

Investment Income
Dividends		$ 228,282
Interest		401
Income from Fidelity Central Funds		7,349
Total income		236,032

Expenses
Management fee Basic fee	$ 66,872
Performance adjustment	8,214
Transfer agent fees	27,477
Accounting and security lending fees	1,398
Custodian fees and expenses	184
Independent trustees' compensation	52
Depreciation in deferred trustee compensation account	(1)
Registration fees	288
Audit	91
Legal	56
Interest	10
Miscellaneous	184
Total expenses before reductions	104,825
Expense reductions	(688)	104,137
Net investment income (loss)		131,895
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(1,865,423)
Other affiliated issuers	4,642
Foreign currency transactions	225
Futures contracts	(138,460)
Total net realized gain (loss)		(1,999,016)
Change in net unrealized appreciation (depreciation) on: Investment securities	(3,632,503)
Assets and liabilities in foreign currencies	68
Futures contracts	(5,524)
Total change in net unrealized appreciation (depreciation)		(3,637,959)
Net gain (loss)		(5,636,975)
Net increase (decrease) in net assets resulting from operations		$ (5,505,080)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2008	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 131,895	$ 83,076
Net realized gain (loss)	(1,999,016)	884,975
Change in net unrealized appreciation (depreciation)	(3,637,959)	635,830
Net increase (decrease) in net assets resulting from operations	(5,505,080)	1,603,881
Distributions to shareholders from net investment income	(93,304)	(47,969)
Distributions to shareholders from net realized gain	(872,035)	(628,643)
Total distributions	(965,339)	(676,612)
Share transactions - net increase (decrease)	4,841,711	2,860,307
Total increase (decrease) in net assets	(1,628,708)	3,787,576

Net Assets
Beginning of period	11,481,681	7,694,105
End of period (including undistributed net investment income of $102,938 and undistributed net investment income of $68,769, respectively)	$ 9,852,973	$ 11,481,681

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Disciplined Equity

Years ended October 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 33.37	$ 30.83	$ 26.71	$ 23.41	$ 21.78
Income from Investment Operations
Net investment income (loss) ^B	.29	.27	.22	.20 ^E	.12
Net realized and unrealized gain (loss)	(12.19)	4.95	4.08	3.28	1.62
Total from investment operations	(11.90)	5.22	4.30	3.48	1.74
Distributions from net investment income	(.26)	(.19)	(.18)	(.18)	(.11)
Distributions from net realized gain	(2.43)	(2.49)	-	-	-
Total distributions	(2.69)	(2.68)	(.18)	(.18)	(.11)
Net asset value, end of period	$ 18.78	$ 33.37	$ 30.83	$ 26.71	$ 23.41
Total Return^A	(38.68)%	18.42%	16.16%	14.92%	8.03%
Ratios to Average Net Assets^C,F
Expenses before reductions	.87%	.91%	.92%	.89%	.89%
Expenses net of fee waivers, if any	.87%	.91%	.92%	.89%	.89%
Expenses net of all reductions	.87%	.90%	.91%	.87%	.88%
Net investment income (loss)	1.10%	.88%	.76%	.79% ^E	.51%
Supplemental Data
Net assets, end of period (in millions)	$ 9,804	$ 11,482	$ 7,694	$ 5,845	$ 4,467
Portfolio turnover rate ^D	186%	152%	98%	80%	42%

^ATotal returns would have been lower had certain expenses not been reduced during the periods shown.

^BCalculated based on average shares outstanding during the period.

^DAmount does not include the portfolio activity of any underlying Fidelity Central Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class K

Year ended October 31,	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 27.38
Income from Investment Operations
Net investment income (loss) ^D	.12
Net realized and unrealized gain (loss)	(8.71)
Total from investment operations	(8.59)
Net asset value, end of period	$ 18.79
Total Return^B,C	(31.37)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.71% ^A
Expenses net of fee waivers, if any	.71% ^A
Expenses net of all reductions	.71% ^A
Net investment income (loss)	1.30% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 49
Portfolio turnover rate ^F	186%