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, 2009

Item 1. Reports to Stockholders

Fidelity®

Capital Appreciation

Fund

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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/proxyvotingresults 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:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help 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 can be tax advantages and cost benefits to consider as well. 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 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 "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 by 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, 2009	Past 1 year	Past 5 years	Past 10 years
Capital Appreciation	13.54%	-0.17%	1.37%

$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, 1999. 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

Market Recap: Despite being caught in a downdraft early on, brought about primarily by the subprime mortgage crisis, near-frozen credit markets, sagging employment rates and dismal corporate earnings reports, U.S. equities bounced back sharply during the second half of the 12-month period ending October 31, 2009. The first months of the period saw numerous business failures as well as unprecedented government stimulus and continued historically low interest rates. In March, U.S. equities reached a bottom and, encouraged by the government's actions and improving economic indicators, investors rotated toward riskier assets, reversing the flight to quality seen earlier in the period. During the year, major domestic equity indexes reached devastating lows only to rally strongly and deliver positive returns by October 31. The Standard & Poor's 500^SM Index - a gauge of the broad U.S. equity market - gained a solid 9.80%, while the blue-chip Dow Jones Industrial Average^SM increased 7.71% and the technology-laden Nasdaq Composite® Index rose 20.07%. Small-cap stocks turned in slightly more modest results, with the Russell 2000® Index advancing 6.46%. International equities also were direct beneficiaries as investors' appetite for risk returned. The MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of foreign developed markets - surged 27.88%, bolstered in part by a weaker dollar.

Comments from Fergus Shiel, Portfolio Manager of Fidelity® Capital Appreciation Fund: During the past year, the fund's Retail Class shares returned 13.54%, beating the S&P 500®. An overweighting and favorable stock selection in diversified financials helped, as did stock picking in retailers, telecommunication services, energy and materials. Defensive positioning particularly helped during the period's first half, when the fund held a higher-than-normal stake in cash. Bank of America was our top relative contributor, aided by an improving balance sheet. Other contributors included broker/investment bank Morgan Stanley, U.K.-based cable operator Virgin Media and Brazilian oil producer Petrobras. Underweighting two lagging index components - General Electric and Citigroup - helped as well. Virgin Media and Petrobras were out-of-index holdings. Conversely, our airline holdings significantly dampened the fund's gains amid weak demand for air travel. Stock selection in technology further hampered results. Detractors included AMR, parent company of American Airlines; Continental Airlines; US Airways Group; UAL, which owns United Air Lines; and Delta Air. Ireland-based biopharmaceutical stock Elan also hurt, along with media holding Walt Disney, the fund's largest holding at period end. All of the detractors I've mentioned except for Disney were out-of-index positions.

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 Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

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.

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.

Annual Report

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Capital Appreciation	.85%
Actual		$ 1,000.00	$ 1,162.10	$ 4.63
Hypothetical^A		$ 1,000.00	$ 1,020.92	$ 4.33
Class K	.61%
Actual		$ 1,000.00	$ 1,163.40	$ 3.33
Hypothetical^A		$ 1,000.00	$ 1,022.13	$ 3.11

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
The Walt Disney Co.	4.6	6.0
CME Group, Inc.	3.3	4.5
Biogen Idec, Inc.	3.2	5.0
Apple, Inc.	2.9	1.6
Cisco Systems, Inc.	2.8	0.7
Delta Air Lines, Inc.	2.7	1.3
Amazon.com, Inc.	2.7	0.0
Microsoft Corp.	2.5	0.8
Google, Inc. Class A	2.4	0.0
Bank of America Corp.	2.2	0.8
	29.3
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	21.9	22.9
Information Technology	18.5	15.6
Financials	14.5	13.0
Energy	12.1	6.5
Industrials	10.7	11.3

Asset Allocation (% of fund's net assets)
As of October 31, 2009*			As of April 30, 2009**
	Stocks 92.2%			Stocks 95.9%
	Short-Term Investments and Net Other Assets 7.8%			Short-Term Investments and Net Other Assets 4.1%
* Foreign investments		6.1%	** Foreign investments		8.7%

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Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 92.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 21.9%
Auto Components - 1.3%
Johnson Controls, Inc.	1,823,004		$ 43,606
Modine Manufacturing Co.	1,980,090		20,395
			64,001
Automobiles - 0.7%
Harley-Davidson, Inc. (c)	1,366,807		34,061
Diversified Consumer Services - 2.1%
Career Education Corp. (a)	395,425		8,241
ITT Educational Services, Inc. (a)	534,093		48,255
Strayer Education, Inc. (c)	236,156		47,933
			104,429
Hotels, Restaurants & Leisure - 2.5%
Las Vegas Sands Corp. (a)(c)	889,000		13,415
Marriott International, Inc. Class A	935,300		23,439
MGM Mirage, Inc. (a)	1,781,100		16,511
Paddy Power PLC (Ireland)	1,453,300		46,579
Starwood Hotels & Resorts Worldwide, Inc.	807,600		23,469
			123,413
Internet & Catalog Retail - 2.7%
Amazon.com, Inc. (a)	1,112,762		132,207
Leisure Equipment & Products - 0.5%
Polaris Industries, Inc. (c)	591,548		24,886
Media - 8.3%
CBS Corp. Class B	1,903,400		22,403
Interpublic Group of Companies, Inc. (a)	10,445,550		62,882
The Walt Disney Co.	8,273,099		226,438
Virgin Media, Inc.	7,001,161		97,806
			409,529
Specialty Retail - 3.8%
Aeropostale, Inc. (a)	623,309		23,393
American Eagle Outfitters, Inc.	1,870,800		32,720
AutoNation, Inc. (a)(c)	801,500		13,818
Gap, Inc.	2,177,424		46,466
J. Crew Group, Inc. (a)(c)	592,700		24,170
Urban Outfitters, Inc. (a)	1,376,100		43,182
			183,749
TOTAL CONSUMER DISCRETIONARY			1,076,275
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 0.5%
Food Products - 0.5%
The J.M. Smucker Co.	444,100		$ 23,417
ENERGY - 12.1%
Energy Equipment & Services - 3.7%
Pride International, Inc. (a)	1,603,380		47,396
Schlumberger Ltd.	977,151		60,779
Seahawk Drilling, Inc. (a)	425,064		11,477
Smith International, Inc.	801,800		22,234
Weatherford International Ltd. (a)	1,157,870		20,297
Willbros Group, Inc. (a)	1,242,703		16,329
			178,512
Oil, Gas & Consumable Fuels - 8.4%
Alpha Natural Resources, Inc. (a)	801,800		27,237
Arch Coal, Inc.	2,527,618		54,748
Atlas Energy, Inc.	1,076,367		28,179
EXCO Resources, Inc.	2,932,091		45,799
GMX Resources, Inc. (a)(c)	292,400		3,722
International Coal Group, Inc. (a)(c)	4,439,900		18,159
James River Coal Co. (a)(d)	1,836,900		34,883
Occidental Petroleum Corp.	1,291,884		98,028
Patriot Coal Corp. (a)(c)	2,400,147		27,122
Petroleo Brasileiro SA - Petrobras sponsored ADR	1,624,591		75,089
			412,966
TOTAL ENERGY			591,478
FINANCIALS - 14.5%
Capital Markets - 3.3%
Charles Schwab Corp.	1,603,000		27,796
Franklin Resources, Inc.	400,900		41,946
Goldman Sachs Group, Inc.	177,745		30,247
Janus Capital Group, Inc.	2,437,115		31,975
Knight Capital Group, Inc. Class A (a)	727,100		12,252
Morgan Stanley	531,593		17,075
			161,291
Commercial Banks - 2.3%
Comerica, Inc.	623,400		17,299
PNC Financial Services Group, Inc.	356,300		17,437
SunTrust Banks, Inc.	1,959,146		37,439
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
SVB Financial Group (a)(c)	371,503		$ 15,324
Wells Fargo & Co.	979,700		26,961
			114,460
Consumer Finance - 0.8%
American Express Co.	801,500		27,924
Capital One Financial Corp.	311,468		11,400
			39,324
Diversified Financial Services - 6.1%
Bank of America Corp.	7,420,500		108,191
CME Group, Inc.	542,166		164,065
Moody's Corp. (c)	1,157,694		27,414
			299,670
Real Estate Investment Trusts - 0.6%
Host Hotels & Resorts, Inc.	2,973,600		30,063
Real Estate Management & Development - 1.4%
CB Richard Ellis Group, Inc. Class A (a)	6,702,712		69,373
TOTAL FINANCIALS			714,181
HEALTH CARE - 8.5%
Biotechnology - 3.4%
Biogen Idec, Inc. (a)	3,772,497		158,935
GTx, Inc. (a)(c)	417,037		3,745
Targacept, Inc. (a)	188,149		3,528
			166,208
Health Care Providers & Services - 1.0%
CIGNA Corp.	347,292		9,669
UnitedHealth Group, Inc.	178,100		4,622
VCA Antech, Inc. (a)	1,456,238		34,688
			48,979
Pharmaceuticals - 4.1%
Allergan, Inc.	454,633		25,573
Elan Corp. PLC sponsored ADR (a)	8,929,755		48,667
MAP Pharmaceuticals, Inc. (a)	37,700		310
Merck & Co., Inc.	712,400		22,035
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	5,788,370		$ 98,576
ViroPharma, Inc. (a)	1,085,400		8,184
			203,345
TOTAL HEALTH CARE			418,532
INDUSTRIALS - 10.7%
Air Freight & Logistics - 0.4%
Air Transport Services Group, Inc. (a)	1,976,893		5,120
Atlas Air Worldwide Holdings, Inc. (a)	576,421		15,154
			20,274
Airlines - 8.6%
AirTran Holdings, Inc. (a)(c)	1,781,200		7,534
AMR Corp. (a)(d)	19,772,875		106,576
Continental Airlines, Inc. Class B (a)(d)	9,207,773		105,889
Delta Air Lines, Inc. (a)	18,705,285		133,556
UAL Corp. (a)(c)	6,780,491		44,141
US Airways Group, Inc. (a)(c)	7,704,195		23,575
			421,271
Commercial Services & Supplies - 0.2%
Cintas Corp.	400,200		11,082
Electrical Equipment - 0.4%
Alstom SA	208,817		14,542
Lime Energy Co. (a)	730,234		4,637
			19,179
Machinery - 0.5%
Manitowoc Co., Inc.	1,778,600		16,256
Terex Corp. (a)	356,200		7,202
			23,458
Professional Services - 0.5%
Robert Half International, Inc.	1,068,800		24,796
Road & Rail - 0.1%
Avis Budget Group, Inc. (a)	779,923		6,551
TOTAL INDUSTRIALS			526,611
INFORMATION TECHNOLOGY - 18.5%
Communications Equipment - 3.4%
Adtran, Inc.	702,008		16,174
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Cisco Systems, Inc. (a)	5,933,294		$ 135,576
Juniper Networks, Inc. (a)	586,808		14,969
			166,719
Computers & Peripherals - 5.6%
Apple, Inc. (a)	756,249		142,553
Hewlett-Packard Co.	2,222,020		105,457
Seagate Technology	1,960,000		27,342
			275,352
Internet Software & Services - 2.4%
Google, Inc. Class A (a)	222,722		119,406
IT Services - 0.7%
Euronet Worldwide, Inc. (a)	424,146		10,031
Hewitt Associates, Inc. Class A (a)	669,134		23,768
			33,799
Semiconductors & Semiconductor Equipment - 2.4%
Applied Materials, Inc.	3,680,583		44,903
ASML Holding NV (NY Shares)	133,600		3,599
KLA-Tencor Corp.	530,538		17,248
Lam Research Corp. (a)	1,004,914		33,886
Teradyne, Inc. (a)	1,936,184		16,206
			115,842
Software - 4.0%
Citrix Systems, Inc. (a)	317,843		11,684
Fair Isaac Corp.	1,479,302		30,074
Microsoft Corp.	4,363,500		121,000
Rovi Corp. (a)	633,849		17,463
Solera Holdings, Inc.	572,794		18,455
			198,676
TOTAL INFORMATION TECHNOLOGY			909,794
MATERIALS - 1.6%
Chemicals - 0.9%
Ashland, Inc.	474,130		16,376
Dow Chemical Co.	1,161,107		27,263
			43,639
Containers & Packaging - 0.5%
Owens-Illinois, Inc. (a)	851,800		27,155
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Paper & Forest Products - 0.2%
Schweitzer-Mauduit International, Inc.	160,000		$ 8,264
TOTAL MATERIALS			79,058
TELECOMMUNICATION SERVICES - 3.7%
Diversified Telecommunication Services - 2.9%
Cbeyond, Inc. (a)(c)(d)	1,922,847		25,670
Clearwire Corp. Class A (a)(c)	1,645,100		10,298
Qwest Communications International, Inc. (c)	30,079,500		107,985
			143,953
Wireless Telecommunication Services - 0.8%
Sprint Nextel Corp. (a)	12,891,572		38,159
TOTAL TELECOMMUNICATION SERVICES			182,112
UTILITIES - 0.2%
Electric Utilities - 0.2%
FirstEnergy Corp.	178,100		7,708
TOTAL COMMON STOCKS (Cost $5,341,480)		4,529,166
Money Market Funds - 13.1%

Fidelity Cash Central Fund, 0.20% (e)	432,208,010		432,208
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)	211,159,975		211,160
TOTAL MONEY MARKET FUNDS (Cost $643,368)		643,368
TOTAL INVESTMENT PORTFOLIO - 105.3% (Cost $5,984,848)			5,172,534
NET OTHER ASSETS - (5.3)%			(262,507)
NET ASSETS - 100%		$ 4,910,027

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(d) Affiliated company

(e) 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.

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	$ 2,353
Fidelity Securities Lending Cash Central Fund	2,443
Total	$ 4,796

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.	$ 172,130	$ 44,836	$ 42,079	$ -	$ 106,576
Cbeyond, Inc.	25,029	-	2,192	-	25,670
Continental Airlines, Inc. Class B	121,456	36,881	5,525	-	105,889
James River Coal Co.	-	65,496	42,268	-	34,883
US Airways Group, Inc.	78,795	5,036	2,521	-	-
Total	$ 397,410	$ 152,249	$ 94,585	$ -	$ 273,018

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 1,013
Total Realized Gain (Loss)	(993)
Total Unrealized Gain (Loss)	1,355
Cost of Purchases	-
Proceeds of Sales	(1,375)
Amortization/Accretion	-
Transfers in/out of Level 3	-
Ending Balance	$ -
The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009	$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $655,762,000 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, 2009

Assets
Investment in securities, at value (including securities loaned of $197,761) - See accompanying schedule: Unaffiliated issuers (cost $4,656,504)	$ 4,256,148
Fidelity Central Funds (cost $643,368)	643,368
Other affiliated issuers (cost $684,976)	273,018
Total Investments (cost $5,984,848)		$ 5,172,534
Cash		75
Receivable for investments sold		142,829
Receivable for fund shares sold		4,431
Dividends receivable		1,080
Distributions receivable from Fidelity Central Funds		88
Prepaid expenses		31
Other receivables		309
Total assets		5,321,377

Liabilities
Payable for investments purchased	$ 191,979
Payable for fund shares redeemed	4,503
Accrued management fee	2,324
Other affiliated payables	1,209
Other payables and accrued expenses	175
Collateral on securities loaned, at value	211,160
Total liabilities		411,350

Net Assets		$ 4,910,027
Net Assets consist of:
Paid in capital		$ 6,424,265
Distributions in excess of net investment income		(90)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(701,852)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(812,296)
Net Assets		$ 4,910,027

Capital Appreciation: Net Asset Value, offering price and redemption price per share ($4,626,840 ÷ 247,262 shares)		$ 18.71

Class K: Net Asset Value, offering price and redemption price per share ($283,187 ÷ 15,118 shares)		$ 18.73

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, 2009

Investment Income
Dividends		$ 42,478
Interest		1
Income from Fidelity Central Funds (including $2,443 from security lending)		4,796
Total income		47,275

Expenses
Management fee Basic fee	$ 25,786
Performance adjustment	(4,858)
Transfer agent fees	13,150
Accounting and security lending fees	1,211
Custodian fees and expenses	106
Independent trustees' compensation	34
Depreciation in deferred trustee compensation account	(1)
Registration fees	69
Audit	70
Legal	24
Miscellaneous	107
Total expenses before reductions	35,698
Expense reductions	(480)	35,218
Net investment income (loss)		12,057
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	188,180
Other affiliated issuers	(4,505)
Foreign currency transactions	(306)
Total net realized gain (loss)		183,369
Change in net unrealized appreciation (depreciation) on: Investment securities	368,351
Assets and liabilities in foreign currencies	5
Total change in net unrealized appreciation (depreciation)		368,356
Net gain (loss)		551,725
Net increase (decrease) in net assets resulting from operations		$ 563,782

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 12,057	$ 51,617
Net realized gain (loss)	183,369	(879,245)
Change in net unrealized appreciation (depreciation)	368,356	(3,329,781)
Net increase (decrease) in net assets resulting from operations	563,782	(4,157,409)
Distributions to shareholders from net investment income	(53,246)	(37,706)
Distributions to shareholders from net realized gain	-	(697,557)
Total distributions	(53,246)	(735,263)
Share transactions - net increase (decrease)	(487,277)	(359,868)
Total increase (decrease) in net assets	23,259	(5,252,540)

Net Assets
Beginning of period	4,886,768	10,139,308
End of period (including distributions in excess of net investment income of $90 and undistributed net investment income of $33,456, respectively)	$ 4,910,027	$ 4,886,768

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

Annual Report

Financial Highlights - Capital Appreciation

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 16.68	$ 32.13	$ 27.41	$ 26.22	$ 25.05
Income from Investment Operations
Net investment income (loss)^B	.04	.16	.11	.10	(.01)^E
Net realized and unrealized gain (loss)	2.17	(13.27)	6.06	3.55	2.40
Total from investment operations	2.21	(13.11)	6.17	3.65	2.39
Distributions from net investment income	(.18)	(.12)	(.11)	-	(.01)
Distributions from net realized gain	-	(2.22)	(1.34)	(2.46)	(1.21)
Total distributions	(.18)	(2.34)	(1.45)	(2.46)	(1.22)
Net asset value, end of period	$ 18.71	$ 16.68	$ 32.13	$ 27.41	$ 26.22
Total Return^A	13.54%	(43.80)%	23.51%	14.70%	9.66%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.79%	.82%	.83%	.91%	.94%
Expenses net of fee waivers, if any	.79%	.82%	.83%	.91%	.94%
Expenses net of all reductions	.78%	.82%	.82%	.87%	.90%
Net investment income (loss)	.25%	.67%	.36%	.36%	(.05)%^E
Supplemental Data
Net assets, end of period (in millions)	$ 4,627	$ 4,794	$ 10,139	$ 8,353	$ 6,970
Portfolio turnover rate^D	243%	157%	135%	198%	109%

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

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

^C 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.

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

^E 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)%.

^F 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

Years ended October 31,	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 16.69	$ 25.11
Income from Investment Operations
Net investment income (loss)^D	.08	.03
Net realized and unrealized gain (loss)	2.18	(8.45)
Total from investment operations	2.26	(8.42)
Distributions from net investment income	(.22)	-
Net asset value, end of period	$ 18.73	$ 16.69
Total Return^{B, C}	13.85%	(33.53)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.55%	.66%^A
Expenses net of fee waivers, if any	.55%	.66%^A
Expenses net of all reductions	.54%	.65%^A
Net investment income (loss)	.49%	.41%^A
Supplemental Data
Net assets, end of period (in millions)	$ 283	$ 93
Portfolio turnover rate^F	243%	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, 2009

(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. 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. After the commencement of Class K, the Fund began offering conversion privileges between Capital Appreciation and Class K to eligible shareholders of Capital Appreciation. 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 Securities and Exchange Commission (the SEC) 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 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. Events or transactions occurring after period end through the date that the financial statements were issued, December 17, 2009, have been evaluated in the preparation of the financial statements. 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Foreign Currency - continued

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.

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. As a result of a change in the estimate of the return of capital component of dividend income realized in the year ended October 30, 2008, dividend income has been reduced $15,065 with a corresponding increase to net unrealized appreciation (depreciation). The change in estimate has no impact on total net assets or total return of the Fund. 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.

Annual Report

3. Significant Accounting Policies - continued

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. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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.

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, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 384,241
Gross unrealized depreciation	(1,242,645)
Net unrealized appreciation (depreciation)	$ (858,404)

Tax Cost	$ 6,030,938

The tax-based components of distributable earnings as of period end were as follows:

Capital loss carryforward	$ (655,762)
Net unrealized appreciation (depreciation)	$ (858,386)

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

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 53,246	$ 345,637
Long-term Capital Gains	-	389,626
Total	$ 53,246	$ 735,263

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $10,250,606 and $10,613,704, respectively.

5. 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 .46% 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. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets
Capital Appreciation	$ 13,022	.30
Class K	128	.06
	$ 13,150

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (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 $356 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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.

7. 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 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. 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 $15.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008 ^A
From net investment income
Capital Appreciation	$ 51,796	$ 37,706
Class K	1,450	-
Total	$ 53,246	$ 37,706
From net realized gain
Capital Appreciation	$ -	$ 697,557

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

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009 ^B	2008 ^A	2009 ^B	2008 ^A
Capital Appreciation
Shares sold	32,746	47,342	$ 532,909	$ 1,138,810
Conversion to Class K	(9,081)	(5,674)	(137,950)	(112,685)
Reinvestment of distributions	3,319	24,939	49,955	706,511
Shares redeemed	(67,177)	(94,744)	(1,079,034)	(2,202,870)
Net increase (decrease)	(40,193)	(28,137)	$ (634,120)	$ (470,234)
Class K
Shares sold	3,750	115	$ 63,798	$ 1,993
Conversion from Capital Appreciation	9,086	5,669	137,950	112,685
Reinvestment of distributions	96	-	1,450	-
Shares redeemed	(3,358)	(240)	(56,355)	(4,312)
Net increase (decrease)	9,574	5,544	$ 146,843	$ 110,366

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

^B Conversion transactions for Class K and Capital Appreciation are for the period November 1, 2008, through August 31, 2009.

Annual Report

11. 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.

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, 2009, 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 2009

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 James C. Curvey, each of the Trustees oversees 223 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 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 (79)
	Year of Election or Appointment: 1978 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2001 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

Capital Appreciation designates 98% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Capital Appreciation designates 99% of the dividend distributed 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 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Capital Appreciation Fund

Each year, 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. The Board has established various 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 2009 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.

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data 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 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

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 and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

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 for Fidelity Capital Appreciation (retail class), as well as the fund's relative investment performance for Fidelity Capital Appreciation (retail class) 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, 2008, the cumulative total returns of Fidelity Capital Appreciation (retail class) of the fund, 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. (Class K of the fund had less than one year of performance as of as of December 31, 2008.) 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 Fidelity Capital Appreciation (retail class) 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Capital Appreciation Fund

fid909828

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Capital Appreciation (retail class) of the fund was in the third quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

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. The Board reviewed the year-to-date performance of Fidelity Capital Appreciation (retail class) through May 31, 2009 and stated that it exceeded the fund's benchmark.

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 and factoring in the unprecedented market events in 2008, 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

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 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 11% means that 89% 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Capital Appreciation Fund

fid909830

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 2008. The Board also noted the effect of the fund's negative 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.

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 each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, 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 each class of the fund compared to competitive fund median expenses. Each class of 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.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

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.

Annual Report

Based on its review, the Board concluded that the total expenses of each class of the fund 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 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.

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.

In February 2009, the Board created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 concluded, considering the findings of the Committee, 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, actions to be taken by FMR to improve certain funds' overall performance and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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

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

fid909832 For mutual fund and brokerage trading.

fid909834 For quotes.*

fid909836 For account balances and holdings.

fid909838 To review orders and mutual
fund activity.

fid909840 To change your PIN.

fid909842 fid909844 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

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

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Annual Report

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fid909849

Fidelity®

Capital Appreciation

Fund -
Class K

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Class K^A	13.85%	-0.11%	1.40%

^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 Fidelity® Capital Appreciation Fund - Class K on October 31, 1999. 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.

fid909863

Annual Report

Management's Discussion of Fund Performance

Comments from Fergus Shiel, Portfolio Manager of Fidelity® Capital Appreciation Fund: During the past year, the fund's Class K shares returned 13.85%, beating the S&P 500®. An overweighting and favorable stock selection in diversified financials helped, as did stock picking in retailers, telecommunication services, energy and materials. Defensive positioning particularly helped during the period's first half, when the fund held a higher-than-normal stake in cash. Bank of America was our top relative contributor, aided by an improving balance sheet. Other contributors included broker/investment bank Morgan Stanley, U.K.-based cable operator Virgin Media and Brazilian oil producer Petrobras. Underweighting two lagging index components - General Electric and Citigroup - helped as well. Virgin Media and Petrobras were out-of-index holdings. Conversely, our airline holdings significantly dampened the fund's gains amid weak demand for air travel. Stock selection in technology further hampered results. Detractors included AMR, parent company of American Airlines; Continental Airlines; US Airways Group; UAL, which owns United Air Lines; and Delta Air. Ireland-based biopharmaceutical stock Elan also hurt, along with media holding Walt Disney, the fund's largest holding at period end. All of the detractors I've mentioned except for Disney were out-of-index positions.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Capital Appreciation	.85%
Actual		$ 1,000.00	$ 1,162.10	$ 4.63
Hypothetical^A		$ 1,000.00	$ 1,020.92	$ 4.33
Class K	.61%
Actual		$ 1,000.00	$ 1,163.40	$ 3.33
Hypothetical^A		$ 1,000.00	$ 1,022.13	$ 3.11

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
The Walt Disney Co.	4.6	6.0
CME Group, Inc.	3.3	4.5
Biogen Idec, Inc.	3.2	5.0
Apple, Inc.	2.9	1.6
Cisco Systems, Inc.	2.8	0.7
Delta Air Lines, Inc.	2.7	1.3
Amazon.com, Inc.	2.7	0.0
Microsoft Corp.	2.5	0.8
Google, Inc. Class A	2.4	0.0
Bank of America Corp.	2.2	0.8
	29.3
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	21.9	22.9
Information Technology	18.5	15.6
Financials	14.5	13.0
Energy	12.1	6.5
Industrials	10.7	11.3

Asset Allocation (% of fund's net assets)
As of October 31, 2009*			As of April 30, 2009**
	Stocks 92.2%			Stocks 95.9%
	Short-Term Investments and Net Other Assets 7.8%			Short-Term Investments and Net Other Assets 4.1%
* Foreign investments		6.1%	** Foreign investments		8.7%

fid909869

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 92.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 21.9%
Auto Components - 1.3%
Johnson Controls, Inc.	1,823,004		$ 43,606
Modine Manufacturing Co.	1,980,090		20,395
			64,001
Automobiles - 0.7%
Harley-Davidson, Inc. (c)	1,366,807		34,061
Diversified Consumer Services - 2.1%
Career Education Corp. (a)	395,425		8,241
ITT Educational Services, Inc. (a)	534,093		48,255
Strayer Education, Inc. (c)	236,156		47,933
			104,429
Hotels, Restaurants & Leisure - 2.5%
Las Vegas Sands Corp. (a)(c)	889,000		13,415
Marriott International, Inc. Class A	935,300		23,439
MGM Mirage, Inc. (a)	1,781,100		16,511
Paddy Power PLC (Ireland)	1,453,300		46,579
Starwood Hotels & Resorts Worldwide, Inc.	807,600		23,469
			123,413
Internet & Catalog Retail - 2.7%
Amazon.com, Inc. (a)	1,112,762		132,207
Leisure Equipment & Products - 0.5%
Polaris Industries, Inc. (c)	591,548		24,886
Media - 8.3%
CBS Corp. Class B	1,903,400		22,403
Interpublic Group of Companies, Inc. (a)	10,445,550		62,882
The Walt Disney Co.	8,273,099		226,438
Virgin Media, Inc.	7,001,161		97,806
			409,529
Specialty Retail - 3.8%
Aeropostale, Inc. (a)	623,309		23,393
American Eagle Outfitters, Inc.	1,870,800		32,720
AutoNation, Inc. (a)(c)	801,500		13,818
Gap, Inc.	2,177,424		46,466
J. Crew Group, Inc. (a)(c)	592,700		24,170
Urban Outfitters, Inc. (a)	1,376,100		43,182
			183,749
TOTAL CONSUMER DISCRETIONARY			1,076,275
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 0.5%
Food Products - 0.5%
The J.M. Smucker Co.	444,100		$ 23,417
ENERGY - 12.1%
Energy Equipment & Services - 3.7%
Pride International, Inc. (a)	1,603,380		47,396
Schlumberger Ltd.	977,151		60,779
Seahawk Drilling, Inc. (a)	425,064		11,477
Smith International, Inc.	801,800		22,234
Weatherford International Ltd. (a)	1,157,870		20,297
Willbros Group, Inc. (a)	1,242,703		16,329
			178,512
Oil, Gas & Consumable Fuels - 8.4%
Alpha Natural Resources, Inc. (a)	801,800		27,237
Arch Coal, Inc.	2,527,618		54,748
Atlas Energy, Inc.	1,076,367		28,179
EXCO Resources, Inc.	2,932,091		45,799
GMX Resources, Inc. (a)(c)	292,400		3,722
International Coal Group, Inc. (a)(c)	4,439,900		18,159
James River Coal Co. (a)(d)	1,836,900		34,883
Occidental Petroleum Corp.	1,291,884		98,028
Patriot Coal Corp. (a)(c)	2,400,147		27,122
Petroleo Brasileiro SA - Petrobras sponsored ADR	1,624,591		75,089
			412,966
TOTAL ENERGY			591,478
FINANCIALS - 14.5%
Capital Markets - 3.3%
Charles Schwab Corp.	1,603,000		27,796
Franklin Resources, Inc.	400,900		41,946
Goldman Sachs Group, Inc.	177,745		30,247
Janus Capital Group, Inc.	2,437,115		31,975
Knight Capital Group, Inc. Class A (a)	727,100		12,252
Morgan Stanley	531,593		17,075
			161,291
Commercial Banks - 2.3%
Comerica, Inc.	623,400		17,299
PNC Financial Services Group, Inc.	356,300		17,437
SunTrust Banks, Inc.	1,959,146		37,439
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
SVB Financial Group (a)(c)	371,503		$ 15,324
Wells Fargo & Co.	979,700		26,961
			114,460
Consumer Finance - 0.8%
American Express Co.	801,500		27,924
Capital One Financial Corp.	311,468		11,400
			39,324
Diversified Financial Services - 6.1%
Bank of America Corp.	7,420,500		108,191
CME Group, Inc.	542,166		164,065
Moody's Corp. (c)	1,157,694		27,414
			299,670
Real Estate Investment Trusts - 0.6%
Host Hotels & Resorts, Inc.	2,973,600		30,063
Real Estate Management & Development - 1.4%
CB Richard Ellis Group, Inc. Class A (a)	6,702,712		69,373
TOTAL FINANCIALS			714,181
HEALTH CARE - 8.5%
Biotechnology - 3.4%
Biogen Idec, Inc. (a)	3,772,497		158,935
GTx, Inc. (a)(c)	417,037		3,745
Targacept, Inc. (a)	188,149		3,528
			166,208
Health Care Providers & Services - 1.0%
CIGNA Corp.	347,292		9,669
UnitedHealth Group, Inc.	178,100		4,622
VCA Antech, Inc. (a)	1,456,238		34,688
			48,979
Pharmaceuticals - 4.1%
Allergan, Inc.	454,633		25,573
Elan Corp. PLC sponsored ADR (a)	8,929,755		48,667
MAP Pharmaceuticals, Inc. (a)	37,700		310
Merck & Co., Inc.	712,400		22,035
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	5,788,370		$ 98,576
ViroPharma, Inc. (a)	1,085,400		8,184
			203,345
TOTAL HEALTH CARE			418,532
INDUSTRIALS - 10.7%
Air Freight & Logistics - 0.4%
Air Transport Services Group, Inc. (a)	1,976,893		5,120
Atlas Air Worldwide Holdings, Inc. (a)	576,421		15,154
			20,274
Airlines - 8.6%
AirTran Holdings, Inc. (a)(c)	1,781,200		7,534
AMR Corp. (a)(d)	19,772,875		106,576
Continental Airlines, Inc. Class B (a)(d)	9,207,773		105,889
Delta Air Lines, Inc. (a)	18,705,285		133,556
UAL Corp. (a)(c)	6,780,491		44,141
US Airways Group, Inc. (a)(c)	7,704,195		23,575
			421,271
Commercial Services & Supplies - 0.2%
Cintas Corp.	400,200		11,082
Electrical Equipment - 0.4%
Alstom SA	208,817		14,542
Lime Energy Co. (a)	730,234		4,637
			19,179
Machinery - 0.5%
Manitowoc Co., Inc.	1,778,600		16,256
Terex Corp. (a)	356,200		7,202
			23,458
Professional Services - 0.5%
Robert Half International, Inc.	1,068,800		24,796
Road & Rail - 0.1%
Avis Budget Group, Inc. (a)	779,923		6,551
TOTAL INDUSTRIALS			526,611
INFORMATION TECHNOLOGY - 18.5%
Communications Equipment - 3.4%
Adtran, Inc.	702,008		16,174
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Cisco Systems, Inc. (a)	5,933,294		$ 135,576
Juniper Networks, Inc. (a)	586,808		14,969
			166,719
Computers & Peripherals - 5.6%
Apple, Inc. (a)	756,249		142,553
Hewlett-Packard Co.	2,222,020		105,457
Seagate Technology	1,960,000		27,342
			275,352
Internet Software & Services - 2.4%
Google, Inc. Class A (a)	222,722		119,406
IT Services - 0.7%
Euronet Worldwide, Inc. (a)	424,146		10,031
Hewitt Associates, Inc. Class A (a)	669,134		23,768
			33,799
Semiconductors & Semiconductor Equipment - 2.4%
Applied Materials, Inc.	3,680,583		44,903
ASML Holding NV (NY Shares)	133,600		3,599
KLA-Tencor Corp.	530,538		17,248
Lam Research Corp. (a)	1,004,914		33,886
Teradyne, Inc. (a)	1,936,184		16,206
			115,842
Software - 4.0%
Citrix Systems, Inc. (a)	317,843		11,684
Fair Isaac Corp.	1,479,302		30,074
Microsoft Corp.	4,363,500		121,000
Rovi Corp. (a)	633,849		17,463
Solera Holdings, Inc.	572,794		18,455
			198,676
TOTAL INFORMATION TECHNOLOGY			909,794
MATERIALS - 1.6%
Chemicals - 0.9%
Ashland, Inc.	474,130		16,376
Dow Chemical Co.	1,161,107		27,263
			43,639
Containers & Packaging - 0.5%
Owens-Illinois, Inc. (a)	851,800		27,155
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Paper & Forest Products - 0.2%
Schweitzer-Mauduit International, Inc.	160,000		$ 8,264
TOTAL MATERIALS			79,058
TELECOMMUNICATION SERVICES - 3.7%
Diversified Telecommunication Services - 2.9%
Cbeyond, Inc. (a)(c)(d)	1,922,847		25,670
Clearwire Corp. Class A (a)(c)	1,645,100		10,298
Qwest Communications International, Inc. (c)	30,079,500		107,985
			143,953
Wireless Telecommunication Services - 0.8%
Sprint Nextel Corp. (a)	12,891,572		38,159
TOTAL TELECOMMUNICATION SERVICES			182,112
UTILITIES - 0.2%
Electric Utilities - 0.2%
FirstEnergy Corp.	178,100		7,708
TOTAL COMMON STOCKS (Cost $5,341,480)		4,529,166
Money Market Funds - 13.1%

Fidelity Cash Central Fund, 0.20% (e)	432,208,010		432,208
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)	211,159,975		211,160
TOTAL MONEY MARKET FUNDS (Cost $643,368)		643,368
TOTAL INVESTMENT PORTFOLIO - 105.3% (Cost $5,984,848)			5,172,534
NET OTHER ASSETS - (5.3)%			(262,507)
NET ASSETS - 100%		$ 4,910,027

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(d) 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	$ 2,353
Fidelity Securities Lending Cash Central Fund	2,443
Total	$ 4,796

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
AMR Corp.	$ 172,130	$ 44,836	$ 42,079	$ -	$ 106,576
Cbeyond, Inc.	25,029	-	2,192	-	25,670
Continental Airlines, Inc. Class B	121,456	36,881	5,525	-	105,889
James River Coal Co.	-	65,496	42,268	-	34,883
US Airways Group, Inc.	78,795	5,036	2,521	-	-
Total	$ 397,410	$ 152,249	$ 94,585	$ -	$ 273,018

Other Information

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 1,013
Total Realized Gain (Loss)	(993)
Total Unrealized Gain (Loss)	1,355
Cost of Purchases	-
Proceeds of Sales	(1,375)
Amortization/Accretion	-
Transfers in/out of Level 3	-
Ending Balance	$ -
The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009	$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $655,762,000 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, 2009

Assets
Investment in securities, at value (including securities loaned of $197,761) - See accompanying schedule: Unaffiliated issuers (cost $4,656,504)	$ 4,256,148
Fidelity Central Funds (cost $643,368)	643,368
Other affiliated issuers (cost $684,976)	273,018
Total Investments (cost $5,984,848)		$ 5,172,534
Cash		75
Receivable for investments sold		142,829
Receivable for fund shares sold		4,431
Dividends receivable		1,080
Distributions receivable from Fidelity Central Funds		88
Prepaid expenses		31
Other receivables		309
Total assets		5,321,377

Liabilities
Payable for investments purchased	$ 191,979
Payable for fund shares redeemed	4,503
Accrued management fee	2,324
Other affiliated payables	1,209
Other payables and accrued expenses	175
Collateral on securities loaned, at value	211,160
Total liabilities		411,350

Net Assets		$ 4,910,027
Net Assets consist of:
Paid in capital		$ 6,424,265
Distributions in excess of net investment income		(90)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(701,852)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(812,296)
Net Assets		$ 4,910,027

Capital Appreciation: Net Asset Value, offering price and redemption price per share ($4,626,840 ÷ 247,262 shares)		$ 18.71

Class K: Net Asset Value, offering price and redemption price per share ($283,187 ÷ 15,118 shares)		$ 18.73

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, 2009

Investment Income
Dividends		$ 42,478
Interest		1
Income from Fidelity Central Funds (including $2,443 from security lending)		4,796
Total income		47,275

Expenses
Management fee Basic fee	$ 25,786
Performance adjustment	(4,858)
Transfer agent fees	13,150
Accounting and security lending fees	1,211
Custodian fees and expenses	106
Independent trustees' compensation	34
Depreciation in deferred trustee compensation account	(1)
Registration fees	69
Audit	70
Legal	24
Miscellaneous	107
Total expenses before reductions	35,698
Expense reductions	(480)	35,218
Net investment income (loss)		12,057
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	188,180
Other affiliated issuers	(4,505)
Foreign currency transactions	(306)
Total net realized gain (loss)		183,369
Change in net unrealized appreciation (depreciation) on: Investment securities	368,351
Assets and liabilities in foreign currencies	5
Total change in net unrealized appreciation (depreciation)		368,356
Net gain (loss)		551,725
Net increase (decrease) in net assets resulting from operations		$ 563,782

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 12,057	$ 51,617
Net realized gain (loss)	183,369	(879,245)
Change in net unrealized appreciation (depreciation)	368,356	(3,329,781)
Net increase (decrease) in net assets resulting from operations	563,782	(4,157,409)
Distributions to shareholders from net investment income	(53,246)	(37,706)
Distributions to shareholders from net realized gain	-	(697,557)
Total distributions	(53,246)	(735,263)
Share transactions - net increase (decrease)	(487,277)	(359,868)
Total increase (decrease) in net assets	23,259	(5,252,540)

Net Assets
Beginning of period	4,886,768	10,139,308
End of period (including distributions in excess of net investment income of $90 and undistributed net investment income of $33,456, respectively)	$ 4,910,027	$ 4,886,768

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

Annual Report

Financial Highlights - Capital Appreciation

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 16.68	$ 32.13	$ 27.41	$ 26.22	$ 25.05
Income from Investment Operations
Net investment income (loss)^B	.04	.16	.11	.10	(.01)^E
Net realized and unrealized gain (loss)	2.17	(13.27)	6.06	3.55	2.40
Total from investment operations	2.21	(13.11)	6.17	3.65	2.39
Distributions from net investment income	(.18)	(.12)	(.11)	-	(.01)
Distributions from net realized gain	-	(2.22)	(1.34)	(2.46)	(1.21)
Total distributions	(.18)	(2.34)	(1.45)	(2.46)	(1.22)
Net asset value, end of period	$ 18.71	$ 16.68	$ 32.13	$ 27.41	$ 26.22
Total Return^A	13.54%	(43.80)%	23.51%	14.70%	9.66%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.79%	.82%	.83%	.91%	.94%
Expenses net of fee waivers, if any	.79%	.82%	.83%	.91%	.94%
Expenses net of all reductions	.78%	.82%	.82%	.87%	.90%
Net investment income (loss)	.25%	.67%	.36%	.36%	(.05)%^E
Supplemental Data
Net assets, end of period (in millions)	$ 4,627	$ 4,794	$ 10,139	$ 8,353	$ 6,970
Portfolio turnover rate^D	243%	157%	135%	198%	109%

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

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

^D 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

Years ended October 31,	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 16.69	$ 25.11
Income from Investment Operations
Net investment income (loss)^D	.08	.03
Net realized and unrealized gain (loss)	2.18	(8.45)
Total from investment operations	2.26	(8.42)
Distributions from net investment income	(.22)	-
Net asset value, end of period	$ 18.73	$ 16.69
Total Return^{B, C}	13.85%	(33.53)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.55%	.66%^A
Expenses net of fee waivers, if any	.55%	.66%^A
Expenses net of all reductions	.54%	.65%^A
Net investment income (loss)	.49%	.41%^A
Supplemental Data
Net assets, end of period (in millions)	$ 283	$ 93
Portfolio turnover rate^F	243%	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, 2009

(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

Foreign Currency - continued

Annual Report

3. Significant Accounting Policies - continued

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

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 384,241
Gross unrealized depreciation	(1,242,645)
Net unrealized appreciation (depreciation)	$ (858,404)

Tax Cost	$ 6,030,938

The tax-based components of distributable earnings as of period end were as follows:

Capital loss carryforward	$ (655,762)
Net unrealized appreciation (depreciation)	$ (858,386)

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

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 53,246	$ 345,637
Long-term Capital Gains	-	389,626
Total	$ 53,246	$ 735,263

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $10,250,606 and $10,613,704, respectively.

5. Fees and Other Transactions with Affiliates.

	Amount	% of Average Net Assets
Capital Appreciation	$ 13,022	.30
Class K	128	.06
	$ 13,150

Annual Report

5. Fees and Other Transactions with Affiliates - continued

6. Committed Line of Credit.

7. Security Lending.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. 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 $15.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008 ^A
From net investment income
Capital Appreciation	$ 51,796	$ 37,706
Class K	1,450	-
Total	$ 53,246	$ 37,706
From net realized gain
Capital Appreciation	$ -	$ 697,557

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

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009 ^B	2008 ^A	2009 ^B	2008 ^A
Capital Appreciation
Shares sold	32,746	47,342	$ 532,909	$ 1,138,810
Conversion to Class K	(9,081)	(5,674)	(137,950)	(112,685)
Reinvestment of distributions	3,319	24,939	49,955	706,511
Shares redeemed	(67,177)	(94,744)	(1,079,034)	(2,202,870)
Net increase (decrease)	(40,193)	(28,137)	$ (634,120)	$ (470,234)
Class K
Shares sold	3,750	115	$ 63,798	$ 1,993
Conversion from Capital Appreciation	9,086	5,669	137,950	112,685
Reinvestment of distributions	96	-	1,450	-
Shares redeemed	(3,358)	(240)	(56,355)	(4,312)
Net increase (decrease)	9,574	5,544	$ 146,843	$ 110,366

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

^B Conversion transactions for Class K and Capital Appreciation are for the period November 1, 2008, through August 31, 2009.

Annual Report

11. Other.

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 17, 2009

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 1-800-835-5092.

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 (79)
	Year of Election or Appointment: 1978 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2001 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

Class K designates 83% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 84% of the dividends distributed 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 2010 of amounts for use in preparing 2009 income tax returns.

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

fid909828

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Capital Appreciation Fund

fid909830

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.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, 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 workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

Fidelity provides a single toll-free number to access plan information, account balances, positions, and quotes*. 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 Workplace
Investing
1-800-835-5092

By PC

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

(computer_graphic)
Fidelity's Web Site
www.401k.com

Annual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)
For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

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

FIL 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

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fid909849

Fidelity®

Disciplined Equity

Fund

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Disciplined Equity	6.64%	0.67%	-0.02%

$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, 1999. 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.

fid909888

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite being caught in a downdraft early on, brought about primarily by the subprime mortgage crisis, near-frozen credit markets, sagging employment rates and dismal corporate earnings reports, U.S. equities bounced back sharply during the second half of the year ending October 31, 2009. The first months of the period saw numerous business failures as well as unprecedented government stimulus and continued historically low interest rates. In March, U.S. equities reached a bottom and, encouraged by the government's actions and improving economic indicators, investors rotated toward riskier assets, reversing the flight to quality seen earlier in the period. During the year, major domestic equity indexes reached devastating lows only to rally strongly and deliver positive returns by October 31. The Standard & Poor's 500^SM Index - a gauge of the broad U.S. equity market - gained a solid 9.80%, while the blue-chip Dow Jones Industrial Average^SM increased 7.71% and the technology-laden Nasdaq Composite® Index rose 20.07%. Small-cap stocks turned in slightly more modest results, with the Russell 2000® Index advancing 6.46%. International equities also were direct beneficiaries as investors' appetite for risk returned. The MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of foreign developed markets - surged 27.88%, bolstered in part by a weaker dollar.

Comments from Keith Quinton, Portfolio Manager of Fidelity® Disciplined Equity Fund: The fund gained 6.64% during the year, trailing the S&P 500®. Stock selection in energy, consumer discretionary and technology hurt results, while the fund benefited from good picks in financials, industrials, health care and telecommunication services. Credit-card company Capital One Financial did poorly as a result of rising credit-card delinquencies and frozen credit markets, but we were hurt more by not owning the stock as its price recovered after March. Grocery store chain Kroger had disappointing results, while insurance-focused conglomerate Berkshire Hathaway was hurt by the challenging economic environment. The fund also largely missed out on very solid gains from consumer electronics firm Apple, which we underweighted, and Internet search leader Google, which the fund didn't hold. On the positive side, the fund gained from an overall underweighting and timely ownership of Bank of America. Disk-drive maker Western Digital performed very well as a result of market-share gains, strong pricing and reductions in capital expenditures. Additionally, our stake in Belgium-based brewer Anheuser-Busch InBev aided results, as did underweighting General Electric. The fund sold its shares in Berkshire Hathaway, Kroger and Apple.

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, 2009 to October 31, 2009) for Disciplined Equity and Class K and for the entire period (June 26, 2009 to October 31, 2009) for Class F. The hypothetical expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the one-half year period (May 1, 2009 to October 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value	Ending Account Value October 31, 2009	Expenses Paid During Period
Disciplined Equity	.80%
Actual		$ 1,000.00	$ 1,188.00	$ 4.41 ^B
Hypothetical ^A		$ 1,000.00	$ 1,021.17	$ 4.08 ^C
Class K	.59%
Actual		$ 1,000.00	$ 1,189.20	$ 3.26 ^B
Hypothetical ^A		$ 1,000.00	$ 1,022.23	$ 3.01 ^C
Class F	.50%
Actual		$ 1,000.00	$ 1,126.70	$ 1.86 ^B
Hypothetical ^A		$ 1,000.00	$ 1,022.68	$ 2.55 ^C

^A 5% return per year before expenses

^B Actual expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period) for Disciplined Equity and Class K and multiplied by 128/365 (to reflect the period June 26, 2009 to October 31, 2009) for Class F.

^C Hypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Chevron Corp.	4.8	1.7
JPMorgan Chase & Co.	4.7	3.1
Hewlett-Packard Co.	4.4	4.1
International Business Machines Corp.	4.1	1.4
Goldman Sachs Group, Inc.	3.3	0.0
Tyco International Ltd.	3.0	1.0
Procter & Gamble Co.	2.9	1.9
Anheuser-Busch InBev SA NV	2.8	1.2
Pfizer, Inc.	2.5	4.0
BlackRock, Inc. Class A	2.2	0.0
	34.7
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	18.6	18.5
Financials	14.2	11.7
Health Care	13.5	12.0
Energy	12.7	11.7
Consumer Staples	11.4	11.6

Asset Allocation (% of fund's net assets)
As of October 31, 2009*			As of April 30, 2009**
	Stocks and Equity Futures 99.6%			Stocks and Equity Futures 99.2%
	Short-Term Investments and Net Other Assets 0.4%			Short-Term Investments and Net Other Assets 0.8%
* Foreign investments		15.6%	** Foreign investments		9.1%

fid909894

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.9%
Auto Components - 0.4%
TRW Automotive Holdings Corp. (a)	2,600,000		$ 40,690
Hotels, Restaurants & Leisure - 0.4%
Wyndham Worldwide Corp.	2,500,000		42,625
Household Durables - 0.3%
La-Z-Boy, Inc. (c)	1,400,000		9,940
Whirlpool Corp.	300,000		21,477
			31,417
Internet & Catalog Retail - 1.0%
Amazon.com, Inc. (a)	900,000		106,929
Media - 2.6%
Time Warner, Inc.	3,700,000		111,444
Viacom, Inc. Class B (non-vtg.) (a)	4,871,200		134,396
Virgin Media, Inc.	2,900,000		40,513
			286,353
Multiline Retail - 0.5%
Macy's, Inc.	3,100,000		54,467
Specialty Retail - 1.6%
Best Buy Co., Inc.	1,500,000		57,270
TJX Companies, Inc.	3,100,000		115,785
			173,055
Textiles, Apparel & Luxury Goods - 2.1%
Coach, Inc.	1,000,000		32,970
Phillips-Van Heusen Corp.	1,220,000		48,983
Polo Ralph Lauren Corp. Class A	1,000,000		74,420
VF Corp.	1,000,000		71,040
			227,413
TOTAL CONSUMER DISCRETIONARY			962,949
CONSUMER STAPLES - 11.4%
Beverages - 5.2%
Anheuser-Busch InBev SA NV	6,347,300		298,939
Coca-Cola Enterprises, Inc.	5,900,000		112,513
Constellation Brands, Inc. Class A (sub. vtg.) (a)	5,280,050		83,530
Dr Pepper Snapple Group, Inc. (a)	2,500,000		68,150
			563,132
Food Products - 2.6%
Bunge Ltd.	2,165,830		123,582
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
General Mills, Inc.	1,700,000		$ 112,064
Tyson Foods, Inc. Class A	3,300,000		41,316
			276,962
Household Products - 3.6%
Kimberly-Clark Corp.	1,200,000		73,392
Procter & Gamble Co.	5,400,000		313,200
			386,592
TOTAL CONSUMER STAPLES			1,226,686
ENERGY - 12.7%
Energy Equipment & Services - 1.8%
National Oilwell Varco, Inc. (a)	1,700,000		69,683
Noble Corp.	3,100,000		126,294
			195,977
Oil, Gas & Consumable Fuels - 10.9%
Chesapeake Energy Corp.	4,800,000		117,600
Chevron Corp.	6,767,400		517,979
Exxon Mobil Corp.	3,050,000		218,594
Marathon Oil Corp.	6,100,000		195,017
Royal Dutch Shell PLC Class B ADR	1,000,000		58,160
Southern Union Co.	2,000,000		39,140
Tesoro Corp. (c)	2,000,000		28,280
			1,174,770
TOTAL ENERGY			1,370,747
FINANCIALS - 14.2%
Capital Markets - 7.7%
BlackRock, Inc. Class A	1,100,000		238,139
Goldman Sachs Group, Inc.	2,100,000		357,357
Jefferies Group, Inc. (a)	1,000,000		26,100
Morgan Stanley	6,500,000		208,780
			830,376
Consumer Finance - 0.5%
American Express Co.	1,500,000		52,260
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 5.7%
Bank of America Corp.	7,912,700		$ 115,367
JPMorgan Chase & Co.	12,100,000		505,417
			620,784
Insurance - 0.3%
XL Capital Ltd. Class A	1,700,000		27,897
TOTAL FINANCIALS			1,531,317
HEALTH CARE - 13.5%
Health Care Equipment & Supplies - 1.1%
Beckman Coulter, Inc.	500,000		32,165
Hospira, Inc. (a)	1,900,000		84,816
			116,981
Health Care Providers & Services - 3.4%
CIGNA Corp.	2,100,000		58,464
Community Health Systems, Inc. (a)	1,800,000		56,304
Health Management Associates, Inc. Class A (a)	5,400,000		32,940
Humana, Inc. (a)	1,800,000		67,644
McKesson Corp.	1,200,000		70,476
Quest Diagnostics, Inc.	1,000,000		55,930
Tenet Healthcare Corp. (a)	4,900,000		25,088
			366,846
Life Sciences Tools & Services - 1.3%
Thermo Fisher Scientific, Inc. (a)	3,044,200		136,989
Pharmaceuticals - 7.7%
Abbott Laboratories	2,100,000		106,197
Endo Pharmaceuticals Holdings, Inc. (a)	1,700,000		38,080
Johnson & Johnson	1,800,000		106,290
King Pharmaceuticals, Inc. (a)	5,200,000		52,676
Mylan, Inc. (a)(c)	3,800,000		61,712
Pfizer, Inc.	15,900,000		270,777
Sanofi-Aventis	2,700,000		197,902
			833,634
TOTAL HEALTH CARE			1,454,450
INDUSTRIALS - 10.4%
Aerospace & Defense - 1.2%
Northrop Grumman Corp.	2,606,153		130,646
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Building Products - 0.3%
Owens Corning (a)	1,282,200		$ 28,349
Industrial Conglomerates - 5.0%
General Electric Co.	7,200,000		102,672
Siemens AG sponsored ADR (c)	1,200,000		108,024
Tyco International Ltd.	9,642,483		323,505
			534,201
Machinery - 2.8%
Ingersoll-Rand Co. Ltd.	3,500,000		110,565
Navistar International Corp. (a)	2,023,700		67,065
Oshkosh Co.	3,300,000		103,158
SPX Corp.	500,000		26,390
			307,178
Road & Rail - 1.1%
CSX Corp.	2,800,000		118,104
TOTAL INDUSTRIALS			1,118,478
INFORMATION TECHNOLOGY - 18.6%
Communications Equipment - 2.3%
3Com Corp. (a)	12,000,000		61,680
Cisco Systems, Inc. (a)	5,000,000		114,250
CommScope, Inc. (a)	1,800,000		48,636
Plantronics, Inc.	1,100,000		26,521
			251,087
Computers & Peripherals - 10.6%
Hewlett-Packard Co.	9,900,000		469,854
International Business Machines Corp.	3,700,000		446,257
Seagate Technology	3,600,000		50,220
Western Digital Corp. (a)	5,281,608		177,885
			1,144,216
Electronic Equipment & Components - 1.0%
Flextronics International Ltd. (a)	4,000,000		25,920
Jabil Circuit, Inc.	1,800,000		24,084
Tyco Electronics Ltd.	2,800,000		59,500
			109,504
IT Services - 1.1%
Fidelity National Information Services, Inc.	5,164,204		112,373
Semiconductors & Semiconductor Equipment - 0.7%
Micron Technology, Inc. (a)	10,900,000		74,011
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 2.9%
Microsoft Corp.	3,900,000		$ 108,147
Sybase, Inc. (a)(d)	5,210,000		206,108
			314,255
TOTAL INFORMATION TECHNOLOGY			2,005,446
MATERIALS - 3.3%
Chemicals - 1.0%
Ashland, Inc.	900,000		31,086
Terra Industries, Inc.	2,381,090		75,647
			106,733
Containers & Packaging - 1.2%
Owens-Illinois, Inc. (a)	3,000,000		95,640
Temple-Inland, Inc.	2,700,000		41,715
			137,355
Metals & Mining - 1.1%
Freeport-McMoRan Copper & Gold, Inc.	1,600,000		117,376
TOTAL MATERIALS			361,464
TELECOMMUNICATION SERVICES - 3.0%
Diversified Telecommunication Services - 0.6%
Qwest Communications International, Inc. (c)	19,000,000		68,210
Wireless Telecommunication Services - 2.4%
Sprint Nextel Corp. (a)	19,500,000		57,720
Vodafone Group PLC sponsored ADR	8,900,000		197,491
			255,211
TOTAL TELECOMMUNICATION SERVICES			323,421
UTILITIES - 3.4%
Independent Power Producers & Energy Traders - 3.4%
AES Corp.	8,000,000		104,560
Constellation Energy Group, Inc.	2,900,000		89,668
NRG Energy, Inc. (a)	7,680,000		176,563
			370,791
TOTAL COMMON STOCKS (Cost $10,127,579)		10,725,749

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)	Value (000s)
U.S. Treasury Bills, yield at date of purchase 0.05% 11/19/09 (e) (Cost $14,200)	$ 14,200	$ 14,200

Money Market Funds - 1.4%
	Shares
Fidelity Cash Central Fund, 0.20% (f)	79,722,345		79,722
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(f)	69,794,050		69,794
TOTAL MONEY MARKET FUNDS (Cost $149,516)		149,516
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $10,291,295)			10,889,465
NET OTHER ASSETS - (0.9)%			(100,338)
NET ASSETS - 100%		$ 10,789,127

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
407 CME E-mini S&P 500 Index Contracts	Dec. 2009	$ 21,022	$ (552)

The face value of futures purchased as a percentage of net assets - 0.2%

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(d) Affiliated company

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $6,000,000.

(f) 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.

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	$ 1,119
Fidelity Securities Lending Cash Central Fund	990
Total	$ 2,109

Other Affiliated Issuers

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
General Growth Properties, Inc.	$ -	$ 25,227	$ 40,064	$ -	$ -
Sybase, Inc.	106,520	35,502	-	-	206,108
Western Digital Corp.	202,950	28,792	162,755	-	-
Total	$ 309,470	$ 89,521	$ 202,819	$ -	$ 206,108

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 962,949	$ 962,949	$ -	$ -
Consumer Staples	1,226,686	1,226,686	-	-
Energy	1,370,747	1,370,747	-	-
Financials	1,531,317	1,531,317	-	-
Health Care	1,454,450	1,256,548	197,902	-
Industrials	1,118,478	1,118,478	-	-
Information Technology	2,005,446	2,005,446	-	-
Materials	361,464	361,464	-	-
Telecommunication Services	323,421	323,421	-	-
Utilities	370,791	370,791	-	-
U.S. Government and Government Agency Obligations	14,200	-	14,200	-
Money Market Funds	149,516	149,516	-	-
Total Investments in Securities:	$ 10,889,465	$ 10,677,363	$ 212,102	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (552)	$ (552)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of October 31, 2009. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure / Derivative Type (Amounts in thousands)	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (552)
Total Value of Derivatives	$ -	$ (552)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	84.4%
Switzerland	4.8%
Belgium	2.8%
United Kingdom	2.3%
France	1.8%
Bermuda	1.2%
Ireland	1.0%
Germany	1.0%
Others (individually less than 1%)	0.7%
	100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $3,897,336,000 of which $1,901,926,000 and $1,995,410,000 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $66,087) - See accompanying schedule: Unaffiliated issuers (cost $9,988,109)	$ 10,533,841
Fidelity Central Funds (cost $149,516)	149,516
Other affiliated issuers (cost $153,670)	206,108
Total Investments (cost $10,291,295)		$ 10,889,465
Receivable for investments sold		199,188
Receivable for fund shares sold		5,736
Dividends receivable		6,173
Distributions receivable from Fidelity Central Funds		36
Prepaid expenses		66
Other receivables		649
Total assets		11,101,313

Liabilities
Payable for investments purchased	$ 195,956
Payable for fund shares redeemed	37,264
Accrued management fee	4,806
Payable for daily variation on futures contracts	1,719
Other affiliated payables	2,408
Other payables and accrued expenses	239
Collateral on securities loaned, at value	69,794
Total liabilities		312,186

Net Assets		$ 10,789,127
Net Assets consist of:
Paid in capital		$ 14,069,770
Undistributed net investment income		98,538
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,976,799)
Net unrealized appreciation (depreciation) on investments		597,618
Net Assets		$ 10,789,127

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, 2009

Disciplined Equity: Net Asset Value, offering price and redemption price per share ($10,530,180 ÷ 533,927 shares)		$ 19.72

Class K: Net Asset Value, offering price and redemption price per share ($183,576 ÷ 9,298 shares)		$ 19.74

Class F: Net Asset Value, offering price and redemption price per share ($75,371 ÷ 3,818 shares)		$ 19.74

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended October 31, 2009

Investment Income
Dividends		$ 205,874
Interest		64
Income from Fidelity Central Funds		2,109
Total income		208,047

Expenses
Management fee Basic fee	$ 53,419
Performance adjustment	(3,661)
Transfer agent fees	27,030
Accounting and security lending fees	1,434
Custodian fees and expenses	193
Independent trustees' compensation	68
Registration fees	76
Audit	94
Legal	44
Interest	1
Miscellaneous	199
Total expenses before reductions	78,897
Expense reductions	(849)	78,048
Net investment income (loss)		129,999
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(1,976,050)
Other affiliated issuers	(68,329)
Foreign currency transactions	1,350
Futures contracts	85,023
Total net realized gain (loss)		(1,958,006)
Change in net unrealized appreciation (depreciation) on: Investment securities	2,562,255
Futures contracts	(552)
Total change in net unrealized appreciation (depreciation)		2,561,703
Net gain (loss)		603,697
Net increase (decrease) in net assets resulting from operations		$ 733,696

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 129,999	$ 131,895
Net realized gain (loss)	(1,958,006)	(1,999,016)
Change in net unrealized appreciation (depreciation)	2,561,703	(3,637,959)
Net increase (decrease) in net assets resulting from operations	733,696	(5,505,080)
Distributions to shareholders from net investment income	(134,965)	(93,304)
Distributions to shareholders from net realized gain	-	(872,035)
Total distributions	(134,965)	(965,339)
Share transactions - net increase (decrease)	337,423	4,841,711
Total increase (decrease) in net assets	936,154	(1,628,708)

Net Assets
Beginning of period	9,852,973	11,481,681
End of period (including undistributed net investment income of $98,538 and undistributed net investment income of $102,938, respectively)	$ 10,789,127	$ 9,852,973

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

Annual Report

Financial Highlights - Disciplined Equity

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 18.78	$ 33.37	$ 30.83	$ 26.71	$ 23.41
Income from Investment Operations
Net investment income (loss)^B	.24	.29	.27	.22	.20^E
Net realized and unrealized gain (loss)	.96	(12.19)	4.95	4.08	3.28
Total from investment operations	1.20	(11.90)	5.22	4.30	3.48
Distributions from net investment income	(.26)	(.26)	(.19)	(.18)	(.18)
Distributions from net realized gain	-	(2.43)	(2.49)	-	-
Total distributions	(.26)	(2.69)	(2.68)	(.18)	(.18)
Net asset value, end of period	$ 19.72	$ 18.78	$ 33.37	$ 30.83	$ 26.71
Total Return^A	6.64%	(38.68)%	18.42%	16.16%	14.92%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.84%	.87%	.91%	.92%	.89%
Expenses net of fee waivers, if any	.84%	.87%	.91%	.92%	.89%
Expenses net of all reductions	.83%	.87%	.90%	.91%	.87%
Net investment income (loss)	1.37%	1.10%	.88%	.76%	.79%^E
Supplemental Data
Net assets, end of period (in millions)	$ 10,530	$ 9,804	$ 11,482	$ 7,694	$ 5,845
Portfolio turnover rate^D	200%	186%	152%	98%	80%

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

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

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

^E Investment 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%.

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

Annual Report

Financial Highlights - Class K

Years ended October 31,	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.79	$ 27.38
Income from Investment Operations
Net investment income (loss)^D	.28	.12
Net realized and unrealized gain (loss)	.96	(8.71)
Total from investment operations	1.24	(8.59)
Distributions from net investment income	(.29)	-
Net asset value, end of period	$ 19.74	$ 18.79
Total Return^{B, C}	6.92%	(31.37)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.61%	.71%^A
Expenses net of fee waivers, if any	.61%	.71%^A
Expenses net of all reductions	.60%	.71%^A
Net investment income (loss)	1.59%	1.30%^A
Supplemental Data
Net assets, end of period (in millions)	$ 184	$ 49
Portfolio turnover rate^F	200%	186%

^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

Financial Highlights - Class F

Year ended October 31,	2009^G
Selected Per-Share Data
Net asset value, beginning of period	$ 17.52
Income from Investment Operations
Net investment income (loss)^D	.02
Net realized and unrealized gain (loss)	2.20
Total from investment operations	2.22
Net asset value, end of period	$ 19.74
Total Return^{B, C}	12.67%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.50%^A
Expenses net of fee waivers, if any	.50%^A
Expenses net of all reductions	.49%^A
Net investment income (loss)	.25%^A
Supplemental Data
Net assets, end of period (in millions)	$ 75
Portfolio turnover rate^F	200%

^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 June 26, 2009 (commencement of sale of shares) to October 31, 2009.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

(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. In January 2009, the Board of Trustees of the Fund approved the creation of an additional class of shares. The Fund commenced sale of Class F shares on June 26, 2009. The Fund offers Disciplined Equity, Class K and Class F 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. After the commencement of Class K, the Fund began offering conversion privileges between Disciplined Equity and Class K to eligible shareholders of Disciplined Equity. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. 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 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.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

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. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. 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

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.

Annual Report

3. Significant Accounting Policies - continued

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

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 963,053
Gross unrealized depreciation	(446,900)
Net unrealized appreciation (depreciation)	$ 516,153

Tax Cost	$ 10,373,312

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

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 100,691
Capital loss carryforward	$ (3,897,336)
Net unrealized appreciation (depreciation)	$ 516,706

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 134,965	$ 333,742
Long-term Capital Gains	-	631,597
Total	$ 134,965	$ 965,339

4. Investments in Derivative Instruments.

Objectives and Strategies for Investing in Derivative Instruments. The Fund uses derivative instruments ("derivatives"), including futures contracts, in order to meet its investment objectives. The Fund's strategy is to use derivatives as a risk management tool and as an additional way to gain exposure to certain types of assets. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

While utilizing derivatives in pursuit of its investment objectives, the Fund is exposed to certain financial risks relative to those derivatives. This risk is further explained below:

Equity Risk

Equity risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The following notes provide more detailed information about each derivative type held by the Fund:

Futures Contracts. The Fund uses futures contracts to manage its exposure to the stock market. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument. Risks of loss may exceed any futures variation margin reflected in the Fund's Statement of Assets and Liabilities and may include equity risk and potential lack of liquidity in the market. Futures have minimal counterparty risk to the Fund since the exchange's clearinghouse,

Annual Report

4. Investments in Derivative Instruments - continued

Futures Contracts - continued

as counterparty to all exchange traded futures, guarantees the futures against default. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end.

The purchaser or seller of a futures contract is not required to pay for or deliver the instrument unless the contract is held until the delivery date. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Securities deposited to meet margin requirements are identified in the Fund's Schedule of Investments. Futures contracts are marked-to-market daily and subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and changes in value are recognized as unrealized gain (loss). Realized gain (loss) is recorded upon the expiration or closing of the futures contract. The net realized gain (loss) and change in unrealized gain (loss) on futures contracts during the period is included on the Statement of Operations. The total underlying face amount of all open futures contracts at period end is indicative of the volume of this derivative type.

Realized and Change in Unrealized Gain (Loss) on Derivative Instruments. A summary of the Fund's value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Fund's Schedule of Investments. The table below reflects the Fund's realized gain (loss) and change in unrealized gain (loss) for derivatives during the period.

Risk Exposure / Derivative Type	Realized Gain (Loss)	Change in Unrealized Gain (Loss)
Equity Risk
Futures Contracts	$ 85,023	$ (552)
Total Derivatives Realized and Change in Unrealized Gain (Loss) (a)(b)	$ 85,023	$ (552)

(a) Total derivatives realized gain (loss) included in the Statement of Operations is comprised of $85,023 for futures contracts.

(b) Total derivatives change in unrealized gain (loss) included in the Statement of Operations is comprised of $(552) for futures contracts.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $18,959,970 and $18,542,558, 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 .52% 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. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each applicable class were as follows:

	Amount	% of Average Net Assets
Disciplined Equity	$ 26,929	.29
Class K	101	.06
	$ 27,030

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	$ 21,872	.36%	$ 1

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $49 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)

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Disciplined Equity's operating expenses. During this period, the 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 $826 for the period. In addition, through arrangements with the Fund's custodian, 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 $10.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Disciplined Equity	$ 132,354	$ 93,304
Class K	2,611	-
Total	$ 134,965	$ 93,304
From net realized gain
Disciplined Equity	$ -	$ 872,035

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009^{B, C}	2008^A	2009^{B, C}	2008^A
Disciplined Equity
Shares sold	80,765	194,792	$ 1,370,832	$ 5,037,304
Conversion to Class K	(7,396)	(2,555)	(131,798)	(60,355)
Reinvestment of distributions	7,952	31,848	131,216	955,761
Shares redeemed	(69,527)	(45,999)	(1,229,222)	(1,152,480)
Net increase (decrease)	11,794	178,086	$ 141,028	$ 4,780,230
Class K
Shares sold	2,494	127	$ 42,351	$ 2,643
Conversion from Disciplined Equity	7,392	2,553	131,798	60,355
Reinvestment of distributions	158	-	2,611	-
Shares redeemed	(3,351)	(75)	(59,298)	(1,517)
Net increase (decrease)	6,693	2,605	$ 117,462	$ 61,481
Class F
Shares sold	3,867	-	$ 79,938	$ -
Shares redeemed	(49)	-	(1,005)	-
Net increase (decrease)	3,818	-	$ 78,933	$ -

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

^B Share transactions for Class F are for the period June 26, 2009 (commencement of sale of shares) to October 31, 2009.

^C Conversion transactions for Class K and Disciplined Equity are for the period November 1, 2008 through August 31, 2009

12. Other.

At the end of the period, Fidelity Freedom 2020 and Fidelity Freedom 2030 were the owners of record of approximately 16% 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 71% of the total outstanding shares of the Fund.

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, 2009, 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2009

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 James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Mr. Curvey oversees 408 funds advised by FMR or an affiliate.

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 (79)
	Year of Election or Appointment: 1978 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

Disciplined Equity designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Disciplined Equity designates 100% 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 2010 of amounts for use in preparing 2009 income tax returns.

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 for Fidelity Disciplined Equity (retail class), as well as the fund's relative investment performance for Fidelity Disciplined Equity (retail class) 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, 2008, the cumulative total returns of Fidelity Disciplined Equity (retail class) of the fund, 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. (Class K of the fund had less than one year of performance as of December 31, 2008, and the fund did not offer Class F as of December 31, 2008.) 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 Fidelity Disciplined Equity (retail class) of the fund.

Annual Report

Fidelity Disciplined Equity Fund

fid909896

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Disciplined Equity (retail class) of the fund was in the third quartile for the one-year period, the second quartile for the three-year period, and the first quartile for the five-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for the one- and three-year periods, although the five-year cumulative total return of Fidelity Disciplined Equity (retail class) compared favorably to its benchmark.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Disciplined Equity (retail class) through May 31, 2009 and stated that it was lower than the fund's benchmark.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Disciplined Equity Fund

fid909898

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 2008. 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.

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.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Managing Your Investments

By Phone

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

Press

fid909832 For mutual fund and brokerage trading.

fid909834 For quotes.*

fid909836 For account balances and holdings.

fid909838 To review orders and mutual
fund activity.

fid909840 To change your PIN.

fid909842 fid909844 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

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.
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.)

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®) fid909846 1-800-544-5555

Automated line for quickest service

FDE-UANN-1209
1.784777.106

fid909849

Fidelity®

Disciplined Equity

Fund -
Class F

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 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

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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Class F ^A	6.75%	0.69%	0.00%

^AThe initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009 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 Fund - Class F on October 31, 1999. 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 F took place on June 26, 2009. See above for additional information regarding the performance of Class F.

fid909921

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite being caught in a downdraft early on, brought about primarily by the subprime mortgage crisis, near-frozen credit markets, sagging employment rates and dismal corporate earnings reports, U.S. equities bounced back sharply during the second half of the year ending October 31, 2009. The first months of the period saw numerous business failures as well as unprecedented government stimulus and continued historically low interest rates. In March, U.S. equities reached a bottom and, encouraged by the government's actions and improving economic indicators, investors rotated toward riskier assets, reversing the flight to quality seen earlier in the period. During the year, major domestic equity indexes reached devastating lows only to rally strongly and deliver positive returns by October 31. The Standard & Poor's 500^SM Index - a gauge of the broad U.S. equity market - gained a solid 9.80%, while the blue-chip Dow Jones Industrial Average^SM increased 7.71% and the technology-laden Nasdaq Composite® Index rose 20.07%. Small-cap stocks turned in slightly more modest results, with the Russell 2000® Index advancing 6.46%. International equities also were direct beneficiaries as investors' appetite for risk returned. The MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of foreign developed markets - surged 27.88%, bolstered in part by a weaker dollar.

Comments from Keith Quinton, Portfolio Manager of Fidelity® Disciplined Equity Fund: For the year, the fund's Class F shares trailed the return of the S&P 500®. (For specific portfolio results, please refer to the performance section of this annual report.) Stock selection in energy, consumer discretionary and technology hurt results, while the fund benefited from good picks in financials, industrials, health care and telecommunication services. Credit-card company Capital One Financial did poorly as a result of rising credit-card delinquencies and frozen credit markets, but we were hurt more by not owning the stock as its price recovered after March. Grocery store chain Kroger had disappointing results, while insurance-focused conglomerate Berkshire Hathaway was hurt by the challenging economic environment. The fund also largely missed out on very solid gains from consumer electronics firm Apple, which we underweighted, and Internet search leader Google, which the fund didn't hold. On the positive side, the fund gained from an overall underweighting and timely ownership of Bank of America. Disk-drive maker Western Digital performed very well as a result of market-share gains, strong pricing and reductions in capital expenditures. Additionally, our stake in Belgium-based brewer Anheuser-Busch InBev aided results, as did underweighting General Electric. The fund sold its shares in Berkshire Hathaway, Kroger and Apple.

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, 2009	Expenses Paid During Period
Disciplined Equity	.80%
Actual		$ 1,000.00	$ 1,188.00	$ 4.41 ^B
Hypothetical ^A		$ 1,000.00	$ 1,021.17	$ 4.08 ^C
Class K	.59%
Actual		$ 1,000.00	$ 1,189.20	$ 3.26 ^B
Hypothetical ^A		$ 1,000.00	$ 1,022.23	$ 3.01 ^C
Class F	.50%
Actual		$ 1,000.00	$ 1,126.70	$ 1.86 ^B
Hypothetical ^A		$ 1,000.00	$ 1,022.68	$ 2.55 ^C

^A 5% return per year before expenses

^C Hypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Chevron Corp.	4.8	1.7
JPMorgan Chase & Co.	4.7	3.1
Hewlett-Packard Co.	4.4	4.1
International Business Machines Corp.	4.1	1.4
Goldman Sachs Group, Inc.	3.3	0.0
Tyco International Ltd.	3.0	1.0
Procter & Gamble Co.	2.9	1.9
Anheuser-Busch InBev SA NV	2.8	1.2
Pfizer, Inc.	2.5	4.0
BlackRock, Inc. Class A	2.2	0.0
	34.7
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	18.6	18.5
Financials	14.2	11.7
Health Care	13.5	12.0
Energy	12.7	11.7
Consumer Staples	11.4	11.6

Asset Allocation (% of fund's net assets)
As of October 31, 2009*			As of April 30, 2009**
	Stocks and Equity Futures 99.6%			Stocks and Equity Futures 99.2%
	Short-Term Investments and Net Other Assets 0.4%			Short-Term Investments and Net Other Assets 0.8%
* Foreign investments		15.6%	** Foreign investments		9.1%

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Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.9%
Auto Components - 0.4%
TRW Automotive Holdings Corp. (a)	2,600,000		$ 40,690
Hotels, Restaurants & Leisure - 0.4%
Wyndham Worldwide Corp.	2,500,000		42,625
Household Durables - 0.3%
La-Z-Boy, Inc. (c)	1,400,000		9,940
Whirlpool Corp.	300,000		21,477
			31,417
Internet & Catalog Retail - 1.0%
Amazon.com, Inc. (a)	900,000		106,929
Media - 2.6%
Time Warner, Inc.	3,700,000		111,444
Viacom, Inc. Class B (non-vtg.) (a)	4,871,200		134,396
Virgin Media, Inc.	2,900,000		40,513
			286,353
Multiline Retail - 0.5%
Macy's, Inc.	3,100,000		54,467
Specialty Retail - 1.6%
Best Buy Co., Inc.	1,500,000		57,270
TJX Companies, Inc.	3,100,000		115,785
			173,055
Textiles, Apparel & Luxury Goods - 2.1%
Coach, Inc.	1,000,000		32,970
Phillips-Van Heusen Corp.	1,220,000		48,983
Polo Ralph Lauren Corp. Class A	1,000,000		74,420
VF Corp.	1,000,000		71,040
			227,413
TOTAL CONSUMER DISCRETIONARY			962,949
CONSUMER STAPLES - 11.4%
Beverages - 5.2%
Anheuser-Busch InBev SA NV	6,347,300		298,939
Coca-Cola Enterprises, Inc.	5,900,000		112,513
Constellation Brands, Inc. Class A (sub. vtg.) (a)	5,280,050		83,530
Dr Pepper Snapple Group, Inc. (a)	2,500,000		68,150
			563,132
Food Products - 2.6%
Bunge Ltd.	2,165,830		123,582
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
General Mills, Inc.	1,700,000		$ 112,064
Tyson Foods, Inc. Class A	3,300,000		41,316
			276,962
Household Products - 3.6%
Kimberly-Clark Corp.	1,200,000		73,392
Procter & Gamble Co.	5,400,000		313,200
			386,592
TOTAL CONSUMER STAPLES			1,226,686
ENERGY - 12.7%
Energy Equipment & Services - 1.8%
National Oilwell Varco, Inc. (a)	1,700,000		69,683
Noble Corp.	3,100,000		126,294
			195,977
Oil, Gas & Consumable Fuels - 10.9%
Chesapeake Energy Corp.	4,800,000		117,600
Chevron Corp.	6,767,400		517,979
Exxon Mobil Corp.	3,050,000		218,594
Marathon Oil Corp.	6,100,000		195,017
Royal Dutch Shell PLC Class B ADR	1,000,000		58,160
Southern Union Co.	2,000,000		39,140
Tesoro Corp. (c)	2,000,000		28,280
			1,174,770
TOTAL ENERGY			1,370,747
FINANCIALS - 14.2%
Capital Markets - 7.7%
BlackRock, Inc. Class A	1,100,000		238,139
Goldman Sachs Group, Inc.	2,100,000		357,357
Jefferies Group, Inc. (a)	1,000,000		26,100
Morgan Stanley	6,500,000		208,780
			830,376
Consumer Finance - 0.5%
American Express Co.	1,500,000		52,260
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 5.7%
Bank of America Corp.	7,912,700		$ 115,367
JPMorgan Chase & Co.	12,100,000		505,417
			620,784
Insurance - 0.3%
XL Capital Ltd. Class A	1,700,000		27,897
TOTAL FINANCIALS			1,531,317
HEALTH CARE - 13.5%
Health Care Equipment & Supplies - 1.1%
Beckman Coulter, Inc.	500,000		32,165
Hospira, Inc. (a)	1,900,000		84,816
			116,981
Health Care Providers & Services - 3.4%
CIGNA Corp.	2,100,000		58,464
Community Health Systems, Inc. (a)	1,800,000		56,304
Health Management Associates, Inc. Class A (a)	5,400,000		32,940
Humana, Inc. (a)	1,800,000		67,644
McKesson Corp.	1,200,000		70,476
Quest Diagnostics, Inc.	1,000,000		55,930
Tenet Healthcare Corp. (a)	4,900,000		25,088
			366,846
Life Sciences Tools & Services - 1.3%
Thermo Fisher Scientific, Inc. (a)	3,044,200		136,989
Pharmaceuticals - 7.7%
Abbott Laboratories	2,100,000		106,197
Endo Pharmaceuticals Holdings, Inc. (a)	1,700,000		38,080
Johnson & Johnson	1,800,000		106,290
King Pharmaceuticals, Inc. (a)	5,200,000		52,676
Mylan, Inc. (a)(c)	3,800,000		61,712
Pfizer, Inc.	15,900,000		270,777
Sanofi-Aventis	2,700,000		197,902
			833,634
TOTAL HEALTH CARE			1,454,450
INDUSTRIALS - 10.4%
Aerospace & Defense - 1.2%
Northrop Grumman Corp.	2,606,153		130,646
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Building Products - 0.3%
Owens Corning (a)	1,282,200		$ 28,349
Industrial Conglomerates - 5.0%
General Electric Co.	7,200,000		102,672
Siemens AG sponsored ADR (c)	1,200,000		108,024
Tyco International Ltd.	9,642,483		323,505
			534,201
Machinery - 2.8%
Ingersoll-Rand Co. Ltd.	3,500,000		110,565
Navistar International Corp. (a)	2,023,700		67,065
Oshkosh Co.	3,300,000		103,158
SPX Corp.	500,000		26,390
			307,178
Road & Rail - 1.1%
CSX Corp.	2,800,000		118,104
TOTAL INDUSTRIALS			1,118,478
INFORMATION TECHNOLOGY - 18.6%
Communications Equipment - 2.3%
3Com Corp. (a)	12,000,000		61,680
Cisco Systems, Inc. (a)	5,000,000		114,250
CommScope, Inc. (a)	1,800,000		48,636
Plantronics, Inc.	1,100,000		26,521
			251,087
Computers & Peripherals - 10.6%
Hewlett-Packard Co.	9,900,000		469,854
International Business Machines Corp.	3,700,000		446,257
Seagate Technology	3,600,000		50,220
Western Digital Corp. (a)	5,281,608		177,885
			1,144,216
Electronic Equipment & Components - 1.0%
Flextronics International Ltd. (a)	4,000,000		25,920
Jabil Circuit, Inc.	1,800,000		24,084
Tyco Electronics Ltd.	2,800,000		59,500
			109,504
IT Services - 1.1%
Fidelity National Information Services, Inc.	5,164,204		112,373
Semiconductors & Semiconductor Equipment - 0.7%
Micron Technology, Inc. (a)	10,900,000		74,011
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 2.9%
Microsoft Corp.	3,900,000		$ 108,147
Sybase, Inc. (a)(d)	5,210,000		206,108
			314,255
TOTAL INFORMATION TECHNOLOGY			2,005,446
MATERIALS - 3.3%
Chemicals - 1.0%
Ashland, Inc.	900,000		31,086
Terra Industries, Inc.	2,381,090		75,647
			106,733
Containers & Packaging - 1.2%
Owens-Illinois, Inc. (a)	3,000,000		95,640
Temple-Inland, Inc.	2,700,000		41,715
			137,355
Metals & Mining - 1.1%
Freeport-McMoRan Copper & Gold, Inc.	1,600,000		117,376
TOTAL MATERIALS			361,464
TELECOMMUNICATION SERVICES - 3.0%
Diversified Telecommunication Services - 0.6%
Qwest Communications International, Inc. (c)	19,000,000		68,210
Wireless Telecommunication Services - 2.4%
Sprint Nextel Corp. (a)	19,500,000		57,720
Vodafone Group PLC sponsored ADR	8,900,000		197,491
			255,211
TOTAL TELECOMMUNICATION SERVICES			323,421
UTILITIES - 3.4%
Independent Power Producers & Energy Traders - 3.4%
AES Corp.	8,000,000		104,560
Constellation Energy Group, Inc.	2,900,000		89,668
NRG Energy, Inc. (a)	7,680,000		176,563
			370,791
TOTAL COMMON STOCKS (Cost $10,127,579)		10,725,749

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)	Value (000s)
U.S. Treasury Bills, yield at date of purchase 0.05% 11/19/09 (e) (Cost $14,200)	$ 14,200	$ 14,200

Money Market Funds - 1.4%
	Shares
Fidelity Cash Central Fund, 0.20% (f)	79,722,345		79,722
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(f)	69,794,050		69,794
TOTAL MONEY MARKET FUNDS (Cost $149,516)		149,516
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $10,291,295)			10,889,465
NET OTHER ASSETS - (0.9)%			(100,338)
NET ASSETS - 100%		$ 10,789,127

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
407 CME E-mini S&P 500 Index Contracts	Dec. 2009	$ 21,022	$ (552)

The face value of futures purchased as a percentage of net assets - 0.2%

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(d) Affiliated company

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $6,000,000.

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	$ 1,119
Fidelity Securities Lending Cash Central Fund	990
Total	$ 2,109

Other Affiliated Issuers

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
General Growth Properties, Inc.	$ -	$ 25,227	$ 40,064	$ -	$ -
Sybase, Inc.	106,520	35,502	-	-	206,108
Western Digital Corp.	202,950	28,792	162,755	-	-
Total	$ 309,470	$ 89,521	$ 202,819	$ -	$ 206,108

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 962,949	$ 962,949	$ -	$ -
Consumer Staples	1,226,686	1,226,686	-	-
Energy	1,370,747	1,370,747	-	-
Financials	1,531,317	1,531,317	-	-
Health Care	1,454,450	1,256,548	197,902	-
Industrials	1,118,478	1,118,478	-	-
Information Technology	2,005,446	2,005,446	-	-
Materials	361,464	361,464	-	-
Telecommunication Services	323,421	323,421	-	-
Utilities	370,791	370,791	-	-
U.S. Government and Government Agency Obligations	14,200	-	14,200	-
Money Market Funds	149,516	149,516	-	-
Total Investments in Securities:	$ 10,889,465	$ 10,677,363	$ 212,102	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (552)	$ (552)	$ -	$ -

Value of Derivative Instruments

Risk Exposure / Derivative Type (Amounts in thousands)	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (552)
Total Value of Derivatives	$ -	$ (552)

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	84.4%
Switzerland	4.8%
Belgium	2.8%
United Kingdom	2.3%
France	1.8%
Bermuda	1.2%
Ireland	1.0%
Germany	1.0%
Others (individually less than 1%)	0.7%
	100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $3,897,336,000 of which $1,901,926,000 and $1,995,410,000 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $66,087) - See accompanying schedule: Unaffiliated issuers (cost $9,988,109)	$ 10,533,841
Fidelity Central Funds (cost $149,516)	149,516
Other affiliated issuers (cost $153,670)	206,108
Total Investments (cost $10,291,295)		$ 10,889,465
Receivable for investments sold		199,188
Receivable for fund shares sold		5,736
Dividends receivable		6,173
Distributions receivable from Fidelity Central Funds		36
Prepaid expenses		66
Other receivables		649
Total assets		11,101,313

Liabilities
Payable for investments purchased	$ 195,956
Payable for fund shares redeemed	37,264
Accrued management fee	4,806
Payable for daily variation on futures contracts	1,719
Other affiliated payables	2,408
Other payables and accrued expenses	239
Collateral on securities loaned, at value	69,794
Total liabilities		312,186

Net Assets		$ 10,789,127
Net Assets consist of:
Paid in capital		$ 14,069,770
Undistributed net investment income		98,538
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,976,799)
Net unrealized appreciation (depreciation) on investments		597,618
Net Assets		$ 10,789,127

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, 2009

Disciplined Equity: Net Asset Value, offering price and redemption price per share ($10,530,180 ÷ 533,927 shares)		$ 19.72

Class K: Net Asset Value, offering price and redemption price per share ($183,576 ÷ 9,298 shares)		$ 19.74

Class F: Net Asset Value, offering price and redemption price per share ($75,371 ÷ 3,818 shares)		$ 19.74

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended October 31, 2009

Investment Income
Dividends		$ 205,874
Interest		64
Income from Fidelity Central Funds		2,109
Total income		208,047

Expenses
Management fee Basic fee	$ 53,419
Performance adjustment	(3,661)
Transfer agent fees	27,030
Accounting and security lending fees	1,434
Custodian fees and expenses	193
Independent trustees' compensation	68
Registration fees	76
Audit	94
Legal	44
Interest	1
Miscellaneous	199
Total expenses before reductions	78,897
Expense reductions	(849)	78,048
Net investment income (loss)		129,999
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(1,976,050)
Other affiliated issuers	(68,329)
Foreign currency transactions	1,350
Futures contracts	85,023
Total net realized gain (loss)		(1,958,006)
Change in net unrealized appreciation (depreciation) on: Investment securities	2,562,255
Futures contracts	(552)
Total change in net unrealized appreciation (depreciation)		2,561,703
Net gain (loss)		603,697
Net increase (decrease) in net assets resulting from operations		$ 733,696

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 129,999	$ 131,895
Net realized gain (loss)	(1,958,006)	(1,999,016)
Change in net unrealized appreciation (depreciation)	2,561,703	(3,637,959)
Net increase (decrease) in net assets resulting from operations	733,696	(5,505,080)
Distributions to shareholders from net investment income	(134,965)	(93,304)
Distributions to shareholders from net realized gain	-	(872,035)
Total distributions	(134,965)	(965,339)
Share transactions - net increase (decrease)	337,423	4,841,711
Total increase (decrease) in net assets	936,154	(1,628,708)

Net Assets
Beginning of period	9,852,973	11,481,681
End of period (including undistributed net investment income of $98,538 and undistributed net investment income of $102,938, respectively)	$ 10,789,127	$ 9,852,973

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

Annual Report

Financial Highlights - Disciplined Equity

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 18.78	$ 33.37	$ 30.83	$ 26.71	$ 23.41
Income from Investment Operations
Net investment income (loss)^B	.24	.29	.27	.22	.20^E
Net realized and unrealized gain (loss)	.96	(12.19)	4.95	4.08	3.28
Total from investment operations	1.20	(11.90)	5.22	4.30	3.48
Distributions from net investment income	(.26)	(.26)	(.19)	(.18)	(.18)
Distributions from net realized gain	-	(2.43)	(2.49)	-	-
Total distributions	(.26)	(2.69)	(2.68)	(.18)	(.18)
Net asset value, end of period	$ 19.72	$ 18.78	$ 33.37	$ 30.83	$ 26.71
Total Return^A	6.64%	(38.68)%	18.42%	16.16%	14.92%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.84%	.87%	.91%	.92%	.89%
Expenses net of fee waivers, if any	.84%	.87%	.91%	.92%	.89%
Expenses net of all reductions	.83%	.87%	.90%	.91%	.87%
Net investment income (loss)	1.37%	1.10%	.88%	.76%	.79%^E
Supplemental Data
Net assets, end of period (in millions)	$ 10,530	$ 9,804	$ 11,482	$ 7,694	$ 5,845
Portfolio turnover rate^D	200%	186%	152%	98%	80%

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

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

^D 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

Years ended October 31,	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.79	$ 27.38
Income from Investment Operations
Net investment income (loss)^D	.28	.12
Net realized and unrealized gain (loss)	.96	(8.71)
Total from investment operations	1.24	(8.59)
Distributions from net investment income	(.29)	-
Net asset value, end of period	$ 19.74	$ 18.79
Total Return^{B, C}	6.92%	(31.37)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.61%	.71%^A
Expenses net of fee waivers, if any	.61%	.71%^A
Expenses net of all reductions	.60%	.71%^A
Net investment income (loss)	1.59%	1.30%^A
Supplemental Data
Net assets, end of period (in millions)	$ 184	$ 49
Portfolio turnover rate^F	200%	186%

^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

Financial Highlights - Class F

Year ended October 31,	2009^G
Selected Per-Share Data
Net asset value, beginning of period	$ 17.52
Income from Investment Operations
Net investment income (loss)^D	.02
Net realized and unrealized gain (loss)	2.20
Total from investment operations	2.22
Net asset value, end of period	$ 19.74
Total Return^{B, C}	12.67%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.50%^A
Expenses net of fee waivers, if any	.50%^A
Expenses net of all reductions	.49%^A
Net investment income (loss)	.25%^A
Supplemental Data
Net assets, end of period (in millions)	$ 75
Portfolio turnover rate^F	200%

^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 June 26, 2009 (commencement of sale of shares) to October 31, 2009.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

(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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

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.

Annual Report

3. Significant Accounting Policies - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 963,053
Gross unrealized depreciation	(446,900)
Net unrealized appreciation (depreciation)	$ 516,153

Tax Cost	$ 10,373,312

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

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 100,691
Capital loss carryforward	$ (3,897,336)
Net unrealized appreciation (depreciation)	$ 516,706

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 134,965	$ 333,742
Long-term Capital Gains	-	631,597
Total	$ 134,965	$ 965,339

4. Investments in Derivative Instruments.

While utilizing derivatives in pursuit of its investment objectives, the Fund is exposed to certain financial risks relative to those derivatives. This risk is further explained below:

Equity Risk

The following notes provide more detailed information about each derivative type held by the Fund:

Annual Report

4. Investments in Derivative Instruments - continued

Futures Contracts - continued

Risk Exposure / Derivative Type	Realized Gain (Loss)	Change in Unrealized Gain (Loss)
Equity Risk
Futures Contracts	$ 85,023	$ (552)
Total Derivatives Realized and Change in Unrealized Gain (Loss) (a)(b)	$ 85,023	$ (552)

(a) Total derivatives realized gain (loss) included in the Statement of Operations is comprised of $85,023 for futures contracts.

(b) Total derivatives change in unrealized gain (loss) included in the Statement of Operations is comprised of $(552) for futures contracts.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $18,959,970 and $18,542,558, 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 .52% 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. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each applicable class were as follows:

	Amount	% of Average Net Assets
Disciplined Equity	$ 26,929	.29
Class K	101	.06
	$ 27,030

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 21,872	.36%	$ 1

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $49 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)

9. Expense Reductions.

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

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Disciplined Equity	$ 132,354	$ 93,304
Class K	2,611	-
Total	$ 134,965	$ 93,304
From net realized gain
Disciplined Equity	$ -	$ 872,035

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009^{B, C}	2008^A	2009^{B, C}	2008^A
Disciplined Equity
Shares sold	80,765	194,792	$ 1,370,832	$ 5,037,304
Conversion to Class K	(7,396)	(2,555)	(131,798)	(60,355)
Reinvestment of distributions	7,952	31,848	131,216	955,761
Shares redeemed	(69,527)	(45,999)	(1,229,222)	(1,152,480)
Net increase (decrease)	11,794	178,086	$ 141,028	$ 4,780,230
Class K
Shares sold	2,494	127	$ 42,351	$ 2,643
Conversion from Disciplined Equity	7,392	2,553	131,798	60,355
Reinvestment of distributions	158	-	2,611	-
Shares redeemed	(3,351)	(75)	(59,298)	(1,517)
Net increase (decrease)	6,693	2,605	$ 117,462	$ 61,481
Class F
Shares sold	3,867	-	$ 79,938	$ -
Shares redeemed	(49)	-	(1,005)	-
Net increase (decrease)	3,818	-	$ 78,933	$ -

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

^B Share transactions for Class F are for the period June 26, 2009 (commencement of sale of shares) to October 31, 2009.

^C Conversion transactions for Class K and Disciplined Equity are for the period November 1, 2008 through August 31, 2009

12. Other.

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, 2009, 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2009

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 James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Mr. Curvey oversees 408 funds advised by FMR or an affiliate.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

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 (79)
	Year of Election or Appointment: 1978 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

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

Annual Report

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 for Fidelity Disciplined Equity (retail class), as well as the fund's relative investment performance for Fidelity Disciplined Equity (retail class) 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, 2008, the cumulative total returns of Fidelity Disciplined Equity (retail class) of the fund, 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. (Class K of the fund had less than one year of performance as of December 31, 2008, and the fund did not offer Class F as of December 31, 2008.) 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 Fidelity Disciplined Equity (retail class) of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Disciplined Equity Fund

fid909896

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Disciplined Equity (retail class) through May 31, 2009 and stated that it was lower than the fund's benchmark.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Disciplined Equity Fund

fid909898

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 2008. 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.

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.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, 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 Workplace
Investing
1-800-835-5092

By PC

(computer_graphic)
Fidelity's Web Site
www.401k.com

Annual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)
For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

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

FIL 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. (FIIOC)

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

FDE-F-ANN-1209
1.891696.100

fid909849

Fidelity®

Disciplined Equity

Fund -
Class K

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Class K^A	6.92%	0.73%	0.02%

^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 Fund - Class K on October 31, 1999. 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.

fid909944

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite being caught in a downdraft early on, brought about primarily by the subprime mortgage crisis, near-frozen credit markets, sagging employment rates and dismal corporate earnings reports, U.S. equities bounced back sharply during the second half of the year ending October 31, 2009. The first months of the period saw numerous business failures as well as unprecedented government stimulus and continued historically low interest rates. In March, U.S. equities reached a bottom and, encouraged by the government's actions and improving economic indicators, investors rotated toward riskier assets, reversing the flight to quality seen earlier in the period. During the year, major domestic equity indexes reached devastating lows only to rally strongly and deliver positive returns by October 31. The Standard & Poor's 500^SM Index - a gauge of the broad U.S. equity market - gained a solid 9.80%, while the blue-chip Dow Jones Industrial Average^SM increased 7.71% and the technology-laden Nasdaq Composite® Index rose 20.07%. Small-cap stocks turned in slightly more modest results, with the Russell 2000® Index advancing 6.46%. International equities also were direct beneficiaries as investors' appetite for risk returned. The MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of foreign developed markets - surged 27.88%, bolstered in part by a weaker dollar.

Comments from Keith Quinton, Portfolio Manager of Fidelity® Disciplined Equity Fund: The fund's Class K shares gained 6.92% during the year, trailing the S&P 500®. Stock selection in energy, consumer discretionary and technology hurt results, while the fund benefited from good picks in financials, industrials, health care and telecommunication services. Credit-card company Capital One Financial did poorly as a result of rising credit-card delinquencies and frozen credit markets, but we were hurt more by not owning the stock as its price recovered after March. Grocery store chain Kroger had disappointing results, while insurance-focused conglomerate Berkshire Hathaway was hurt by the challenging economic environment. The fund also largely missed out on very solid gains from consumer electronics firm Apple, which we underweighted, and Internet search leader Google, which the fund didn't hold. On the positive side, the fund gained from an overall underweighting and timely ownership of Bank of America. Disk-drive maker Western Digital performed very well as a result of market-share gains, strong pricing and reductions in capital expenditures. Additionally, our stake in Belgium-based brewer Anheuser-Busch InBev aided results, as did underweighting General Electric. The fund sold its shares in Berkshire Hathaway, Kroger and Apple.

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, 2009	Expenses Paid During Period
Disciplined Equity	.80%
Actual		$ 1,000.00	$ 1,188.00	$ 4.41 ^B
Hypothetical ^A		$ 1,000.00	$ 1,021.17	$ 4.08 ^C
Class K	.59%
Actual		$ 1,000.00	$ 1,189.20	$ 3.26 ^B
Hypothetical ^A		$ 1,000.00	$ 1,022.23	$ 3.01 ^C
Class F	.50%
Actual		$ 1,000.00	$ 1,126.70	$ 1.86 ^B
Hypothetical ^A		$ 1,000.00	$ 1,022.68	$ 2.55 ^C

^A 5% return per year before expenses

^C Hypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Chevron Corp.	4.8	1.7
JPMorgan Chase & Co.	4.7	3.1
Hewlett-Packard Co.	4.4	4.1
International Business Machines Corp.	4.1	1.4
Goldman Sachs Group, Inc.	3.3	0.0
Tyco International Ltd.	3.0	1.0
Procter & Gamble Co.	2.9	1.9
Anheuser-Busch InBev SA NV	2.8	1.2
Pfizer, Inc.	2.5	4.0
BlackRock, Inc. Class A	2.2	0.0
	34.7
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	18.6	18.5
Financials	14.2	11.7
Health Care	13.5	12.0
Energy	12.7	11.7
Consumer Staples	11.4	11.6

Asset Allocation (% of fund's net assets)
As of October 31, 2009*			As of April 30, 2009**
	Stocks and Equity Futures 99.6%			Stocks and Equity Futures 99.2%
	Short-Term Investments and Net Other Assets 0.4%			Short-Term Investments and Net Other Assets 0.8%
* Foreign investments		15.6%	** Foreign investments		9.1%

fid909950

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.9%
Auto Components - 0.4%
TRW Automotive Holdings Corp. (a)	2,600,000		$ 40,690
Hotels, Restaurants & Leisure - 0.4%
Wyndham Worldwide Corp.	2,500,000		42,625
Household Durables - 0.3%
La-Z-Boy, Inc. (c)	1,400,000		9,940
Whirlpool Corp.	300,000		21,477
			31,417
Internet & Catalog Retail - 1.0%
Amazon.com, Inc. (a)	900,000		106,929
Media - 2.6%
Time Warner, Inc.	3,700,000		111,444
Viacom, Inc. Class B (non-vtg.) (a)	4,871,200		134,396
Virgin Media, Inc.	2,900,000		40,513
			286,353
Multiline Retail - 0.5%
Macy's, Inc.	3,100,000		54,467
Specialty Retail - 1.6%
Best Buy Co., Inc.	1,500,000		57,270
TJX Companies, Inc.	3,100,000		115,785
			173,055
Textiles, Apparel & Luxury Goods - 2.1%
Coach, Inc.	1,000,000		32,970
Phillips-Van Heusen Corp.	1,220,000		48,983
Polo Ralph Lauren Corp. Class A	1,000,000		74,420
VF Corp.	1,000,000		71,040
			227,413
TOTAL CONSUMER DISCRETIONARY			962,949
CONSUMER STAPLES - 11.4%
Beverages - 5.2%
Anheuser-Busch InBev SA NV	6,347,300		298,939
Coca-Cola Enterprises, Inc.	5,900,000		112,513
Constellation Brands, Inc. Class A (sub. vtg.) (a)	5,280,050		83,530
Dr Pepper Snapple Group, Inc. (a)	2,500,000		68,150
			563,132
Food Products - 2.6%
Bunge Ltd.	2,165,830		123,582
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
General Mills, Inc.	1,700,000		$ 112,064
Tyson Foods, Inc. Class A	3,300,000		41,316
			276,962
Household Products - 3.6%
Kimberly-Clark Corp.	1,200,000		73,392
Procter & Gamble Co.	5,400,000		313,200
			386,592
TOTAL CONSUMER STAPLES			1,226,686
ENERGY - 12.7%
Energy Equipment & Services - 1.8%
National Oilwell Varco, Inc. (a)	1,700,000		69,683
Noble Corp.	3,100,000		126,294
			195,977
Oil, Gas & Consumable Fuels - 10.9%
Chesapeake Energy Corp.	4,800,000		117,600
Chevron Corp.	6,767,400		517,979
Exxon Mobil Corp.	3,050,000		218,594
Marathon Oil Corp.	6,100,000		195,017
Royal Dutch Shell PLC Class B ADR	1,000,000		58,160
Southern Union Co.	2,000,000		39,140
Tesoro Corp. (c)	2,000,000		28,280
			1,174,770
TOTAL ENERGY			1,370,747
FINANCIALS - 14.2%
Capital Markets - 7.7%
BlackRock, Inc. Class A	1,100,000		238,139
Goldman Sachs Group, Inc.	2,100,000		357,357
Jefferies Group, Inc. (a)	1,000,000		26,100
Morgan Stanley	6,500,000		208,780
			830,376
Consumer Finance - 0.5%
American Express Co.	1,500,000		52,260
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 5.7%
Bank of America Corp.	7,912,700		$ 115,367
JPMorgan Chase & Co.	12,100,000		505,417
			620,784
Insurance - 0.3%
XL Capital Ltd. Class A	1,700,000		27,897
TOTAL FINANCIALS			1,531,317
HEALTH CARE - 13.5%
Health Care Equipment & Supplies - 1.1%
Beckman Coulter, Inc.	500,000		32,165
Hospira, Inc. (a)	1,900,000		84,816
			116,981
Health Care Providers & Services - 3.4%
CIGNA Corp.	2,100,000		58,464
Community Health Systems, Inc. (a)	1,800,000		56,304
Health Management Associates, Inc. Class A (a)	5,400,000		32,940
Humana, Inc. (a)	1,800,000		67,644
McKesson Corp.	1,200,000		70,476
Quest Diagnostics, Inc.	1,000,000		55,930
Tenet Healthcare Corp. (a)	4,900,000		25,088
			366,846
Life Sciences Tools & Services - 1.3%
Thermo Fisher Scientific, Inc. (a)	3,044,200		136,989
Pharmaceuticals - 7.7%
Abbott Laboratories	2,100,000		106,197
Endo Pharmaceuticals Holdings, Inc. (a)	1,700,000		38,080
Johnson & Johnson	1,800,000		106,290
King Pharmaceuticals, Inc. (a)	5,200,000		52,676
Mylan, Inc. (a)(c)	3,800,000		61,712
Pfizer, Inc.	15,900,000		270,777
Sanofi-Aventis	2,700,000		197,902
			833,634
TOTAL HEALTH CARE			1,454,450
INDUSTRIALS - 10.4%
Aerospace & Defense - 1.2%
Northrop Grumman Corp.	2,606,153		130,646
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Building Products - 0.3%
Owens Corning (a)	1,282,200		$ 28,349
Industrial Conglomerates - 5.0%
General Electric Co.	7,200,000		102,672
Siemens AG sponsored ADR (c)	1,200,000		108,024
Tyco International Ltd.	9,642,483		323,505
			534,201
Machinery - 2.8%
Ingersoll-Rand Co. Ltd.	3,500,000		110,565
Navistar International Corp. (a)	2,023,700		67,065
Oshkosh Co.	3,300,000		103,158
SPX Corp.	500,000		26,390
			307,178
Road & Rail - 1.1%
CSX Corp.	2,800,000		118,104
TOTAL INDUSTRIALS			1,118,478
INFORMATION TECHNOLOGY - 18.6%
Communications Equipment - 2.3%
3Com Corp. (a)	12,000,000		61,680
Cisco Systems, Inc. (a)	5,000,000		114,250
CommScope, Inc. (a)	1,800,000		48,636
Plantronics, Inc.	1,100,000		26,521
			251,087
Computers & Peripherals - 10.6%
Hewlett-Packard Co.	9,900,000		469,854
International Business Machines Corp.	3,700,000		446,257
Seagate Technology	3,600,000		50,220
Western Digital Corp. (a)	5,281,608		177,885
			1,144,216
Electronic Equipment & Components - 1.0%
Flextronics International Ltd. (a)	4,000,000		25,920
Jabil Circuit, Inc.	1,800,000		24,084
Tyco Electronics Ltd.	2,800,000		59,500
			109,504
IT Services - 1.1%
Fidelity National Information Services, Inc.	5,164,204		112,373
Semiconductors & Semiconductor Equipment - 0.7%
Micron Technology, Inc. (a)	10,900,000		74,011
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 2.9%
Microsoft Corp.	3,900,000		$ 108,147
Sybase, Inc. (a)(d)	5,210,000		206,108
			314,255
TOTAL INFORMATION TECHNOLOGY			2,005,446
MATERIALS - 3.3%
Chemicals - 1.0%
Ashland, Inc.	900,000		31,086
Terra Industries, Inc.	2,381,090		75,647
			106,733
Containers & Packaging - 1.2%
Owens-Illinois, Inc. (a)	3,000,000		95,640
Temple-Inland, Inc.	2,700,000		41,715
			137,355
Metals & Mining - 1.1%
Freeport-McMoRan Copper & Gold, Inc.	1,600,000		117,376
TOTAL MATERIALS			361,464
TELECOMMUNICATION SERVICES - 3.0%
Diversified Telecommunication Services - 0.6%
Qwest Communications International, Inc. (c)	19,000,000		68,210
Wireless Telecommunication Services - 2.4%
Sprint Nextel Corp. (a)	19,500,000		57,720
Vodafone Group PLC sponsored ADR	8,900,000		197,491
			255,211
TOTAL TELECOMMUNICATION SERVICES			323,421
UTILITIES - 3.4%
Independent Power Producers & Energy Traders - 3.4%
AES Corp.	8,000,000		104,560
Constellation Energy Group, Inc.	2,900,000		89,668
NRG Energy, Inc. (a)	7,680,000		176,563
			370,791
TOTAL COMMON STOCKS (Cost $10,127,579)		10,725,749

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)	Value (000s)
U.S. Treasury Bills, yield at date of purchase 0.05% 11/19/09 (e) (Cost $14,200)	$ 14,200	$ 14,200

Money Market Funds - 1.4%
	Shares
Fidelity Cash Central Fund, 0.20% (f)	79,722,345		79,722
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(f)	69,794,050		69,794
TOTAL MONEY MARKET FUNDS (Cost $149,516)		149,516
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $10,291,295)			10,889,465
NET OTHER ASSETS - (0.9)%			(100,338)
NET ASSETS - 100%		$ 10,789,127

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
407 CME E-mini S&P 500 Index Contracts	Dec. 2009	$ 21,022	$ (552)

The face value of futures purchased as a percentage of net assets - 0.2%

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(d) Affiliated company

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $6,000,000.

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	$ 1,119
Fidelity Securities Lending Cash Central Fund	990
Total	$ 2,109

Other Affiliated Issuers

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
General Growth Properties, Inc.	$ -	$ 25,227	$ 40,064	$ -	$ -
Sybase, Inc.	106,520	35,502	-	-	206,108
Western Digital Corp.	202,950	28,792	162,755	-	-
Total	$ 309,470	$ 89,521	$ 202,819	$ -	$ 206,108

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 962,949	$ 962,949	$ -	$ -
Consumer Staples	1,226,686	1,226,686	-	-
Energy	1,370,747	1,370,747	-	-
Financials	1,531,317	1,531,317	-	-
Health Care	1,454,450	1,256,548	197,902	-
Industrials	1,118,478	1,118,478	-	-
Information Technology	2,005,446	2,005,446	-	-
Materials	361,464	361,464	-	-
Telecommunication Services	323,421	323,421	-	-
Utilities	370,791	370,791	-	-
U.S. Government and Government Agency Obligations	14,200	-	14,200	-
Money Market Funds	149,516	149,516	-	-
Total Investments in Securities:	$ 10,889,465	$ 10,677,363	$ 212,102	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (552)	$ (552)	$ -	$ -

Value of Derivative Instruments

Risk Exposure / Derivative Type (Amounts in thousands)	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (552)
Total Value of Derivatives	$ -	$ (552)

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	84.4%
Switzerland	4.8%
Belgium	2.8%
United Kingdom	2.3%
France	1.8%
Bermuda	1.2%
Ireland	1.0%
Germany	1.0%
Others (individually less than 1%)	0.7%
	100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $3,897,336,000 of which $1,901,926,000 and $1,995,410,000 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $66,087) - See accompanying schedule: Unaffiliated issuers (cost $9,988,109)	$ 10,533,841
Fidelity Central Funds (cost $149,516)	149,516
Other affiliated issuers (cost $153,670)	206,108
Total Investments (cost $10,291,295)		$ 10,889,465
Receivable for investments sold		199,188
Receivable for fund shares sold		5,736
Dividends receivable		6,173
Distributions receivable from Fidelity Central Funds		36
Prepaid expenses		66
Other receivables		649
Total assets		11,101,313

Liabilities
Payable for investments purchased	$ 195,956
Payable for fund shares redeemed	37,264
Accrued management fee	4,806
Payable for daily variation on futures contracts	1,719
Other affiliated payables	2,408
Other payables and accrued expenses	239
Collateral on securities loaned, at value	69,794
Total liabilities		312,186

Net Assets		$ 10,789,127
Net Assets consist of:
Paid in capital		$ 14,069,770
Undistributed net investment income		98,538
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,976,799)
Net unrealized appreciation (depreciation) on investments		597,618
Net Assets		$ 10,789,127

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, 2009

Disciplined Equity: Net Asset Value, offering price and redemption price per share ($10,530,180 ÷ 533,927 shares)		$ 19.72

Class K: Net Asset Value, offering price and redemption price per share ($183,576 ÷ 9,298 shares)		$ 19.74

Class F: Net Asset Value, offering price and redemption price per share ($75,371 ÷ 3,818 shares)		$ 19.74

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended October 31, 2009

Investment Income
Dividends		$ 205,874
Interest		64
Income from Fidelity Central Funds		2,109
Total income		208,047

Expenses
Management fee Basic fee	$ 53,419
Performance adjustment	(3,661)
Transfer agent fees	27,030
Accounting and security lending fees	1,434
Custodian fees and expenses	193
Independent trustees' compensation	68
Registration fees	76
Audit	94
Legal	44
Interest	1
Miscellaneous	199
Total expenses before reductions	78,897
Expense reductions	(849)	78,048
Net investment income (loss)		129,999
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(1,976,050)
Other affiliated issuers	(68,329)
Foreign currency transactions	1,350
Futures contracts	85,023
Total net realized gain (loss)		(1,958,006)
Change in net unrealized appreciation (depreciation) on: Investment securities	2,562,255
Futures contracts	(552)
Total change in net unrealized appreciation (depreciation)		2,561,703
Net gain (loss)		603,697
Net increase (decrease) in net assets resulting from operations		$ 733,696

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 129,999	$ 131,895
Net realized gain (loss)	(1,958,006)	(1,999,016)
Change in net unrealized appreciation (depreciation)	2,561,703	(3,637,959)
Net increase (decrease) in net assets resulting from operations	733,696	(5,505,080)
Distributions to shareholders from net investment income	(134,965)	(93,304)
Distributions to shareholders from net realized gain	-	(872,035)
Total distributions	(134,965)	(965,339)
Share transactions - net increase (decrease)	337,423	4,841,711
Total increase (decrease) in net assets	936,154	(1,628,708)

Net Assets
Beginning of period	9,852,973	11,481,681
End of period (including undistributed net investment income of $98,538 and undistributed net investment income of $102,938, respectively)	$ 10,789,127	$ 9,852,973

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

Annual Report

Financial Highlights - Disciplined Equity

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 18.78	$ 33.37	$ 30.83	$ 26.71	$ 23.41
Income from Investment Operations
Net investment income (loss)^B	.24	.29	.27	.22	.20^E
Net realized and unrealized gain (loss)	.96	(12.19)	4.95	4.08	3.28
Total from investment operations	1.20	(11.90)	5.22	4.30	3.48
Distributions from net investment income	(.26)	(.26)	(.19)	(.18)	(.18)
Distributions from net realized gain	-	(2.43)	(2.49)	-	-
Total distributions	(.26)	(2.69)	(2.68)	(.18)	(.18)
Net asset value, end of period	$ 19.72	$ 18.78	$ 33.37	$ 30.83	$ 26.71
Total Return^A	6.64%	(38.68)%	18.42%	16.16%	14.92%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.84%	.87%	.91%	.92%	.89%
Expenses net of fee waivers, if any	.84%	.87%	.91%	.92%	.89%
Expenses net of all reductions	.83%	.87%	.90%	.91%	.87%
Net investment income (loss)	1.37%	1.10%	.88%	.76%	.79%^E
Supplemental Data
Net assets, end of period (in millions)	$ 10,530	$ 9,804	$ 11,482	$ 7,694	$ 5,845
Portfolio turnover rate^D	200%	186%	152%	98%	80%

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

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

^D 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

Years ended October 31,	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.79	$ 27.38
Income from Investment Operations
Net investment income (loss)^D	.28	.12
Net realized and unrealized gain (loss)	.96	(8.71)
Total from investment operations	1.24	(8.59)
Distributions from net investment income	(.29)	-
Net asset value, end of period	$ 19.74	$ 18.79
Total Return^{B, C}	6.92%	(31.37)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.61%	.71%^A
Expenses net of fee waivers, if any	.61%	.71%^A
Expenses net of all reductions	.60%	.71%^A
Net investment income (loss)	1.59%	1.30%^A
Supplemental Data
Net assets, end of period (in millions)	$ 184	$ 49
Portfolio turnover rate^F	200%	186%

^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

Financial Highlights - Class F

Year ended October 31,	2009^G
Selected Per-Share Data
Net asset value, beginning of period	$ 17.52
Income from Investment Operations
Net investment income (loss)^D	.02
Net realized and unrealized gain (loss)	2.20
Total from investment operations	2.22
Net asset value, end of period	$ 19.74
Total Return^{B, C}	12.67%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.50%^A
Expenses net of fee waivers, if any	.50%^A
Expenses net of all reductions	.49%^A
Net investment income (loss)	.25%^A
Supplemental Data
Net assets, end of period (in millions)	$ 75
Portfolio turnover rate^F	200%

^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 June 26, 2009 (commencement of sale of shares) to October 31, 2009.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

(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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

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.

Annual Report

3. Significant Accounting Policies - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 963,053
Gross unrealized depreciation	(446,900)
Net unrealized appreciation (depreciation)	$ 516,153

Tax Cost	$ 10,373,312

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

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 100,691
Capital loss carryforward	$ (3,897,336)
Net unrealized appreciation (depreciation)	$ 516,706

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 134,965	$ 333,742
Long-term Capital Gains	-	631,597
Total	$ 134,965	$ 965,339

4. Investments in Derivative Instruments.

While utilizing derivatives in pursuit of its investment objectives, the Fund is exposed to certain financial risks relative to those derivatives. This risk is further explained below:

Equity Risk

The following notes provide more detailed information about each derivative type held by the Fund:

Annual Report

4. Investments in Derivative Instruments - continued

Futures Contracts - continued

Risk Exposure / Derivative Type	Realized Gain (Loss)	Change in Unrealized Gain (Loss)
Equity Risk
Futures Contracts	$ 85,023	$ (552)
Total Derivatives Realized and Change in Unrealized Gain (Loss) (a)(b)	$ 85,023	$ (552)

(a) Total derivatives realized gain (loss) included in the Statement of Operations is comprised of $85,023 for futures contracts.

(b) Total derivatives change in unrealized gain (loss) included in the Statement of Operations is comprised of $(552) for futures contracts.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $18,959,970 and $18,542,558, 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 .52% 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. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each applicable class were as follows:

	Amount	% of Average Net Assets
Disciplined Equity	$ 26,929	.29
Class K	101	.06
	$ 27,030

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 21,872	.36%	$ 1

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $49 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)

9. Expense Reductions.

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

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Disciplined Equity	$ 132,354	$ 93,304
Class K	2,611	-
Total	$ 134,965	$ 93,304
From net realized gain
Disciplined Equity	$ -	$ 872,035

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009^{B, C}	2008^A	2009^{B, C}	2008^A
Disciplined Equity
Shares sold	80,765	194,792	$ 1,370,832	$ 5,037,304
Conversion to Class K	(7,396)	(2,555)	(131,798)	(60,355)
Reinvestment of distributions	7,952	31,848	131,216	955,761
Shares redeemed	(69,527)	(45,999)	(1,229,222)	(1,152,480)
Net increase (decrease)	11,794	178,086	$ 141,028	$ 4,780,230
Class K
Shares sold	2,494	127	$ 42,351	$ 2,643
Conversion from Disciplined Equity	7,392	2,553	131,798	60,355
Reinvestment of distributions	158	-	2,611	-
Shares redeemed	(3,351)	(75)	(59,298)	(1,517)
Net increase (decrease)	6,693	2,605	$ 117,462	$ 61,481
Class F
Shares sold	3,867	-	$ 79,938	$ -
Shares redeemed	(49)	-	(1,005)	-
Net increase (decrease)	3,818	-	$ 78,933	$ -

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

^B Share transactions for Class F are for the period June 26, 2009 (commencement of sale of shares) to October 31, 2009.

^C Conversion transactions for Class K and Disciplined Equity are for the period November 1, 2008 through August 31, 2009

12. Other.

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, 2009, 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2009

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 James C. Curvey, each of the Trustees oversees 220 funds advised by FMR or an affiliate. Mr. Curvey oversees 408 funds advised by FMR or an affiliate.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

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 (79)
	Year of Election or Appointment: 1978 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

Class K designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 100% 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 2010 of amounts for use in preparing 2009 income tax returns.

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 for Fidelity Disciplined Equity (retail class), as well as the fund's relative investment performance for Fidelity Disciplined Equity (retail class) 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, 2008, the cumulative total returns of Fidelity Disciplined Equity (retail class) of the fund, 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. (Class K of the fund had less than one year of performance as of December 31, 2008, and the fund did not offer Class F as of December 31, 2008.) 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 Fidelity Disciplined Equity (retail class) of the fund.

Annual Report

Fidelity Disciplined Equity Fund

fid909896

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Disciplined Equity (retail class) through May 31, 2009 and stated that it was lower than the fund's benchmark.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Disciplined Equity Fund

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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 2008. 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.

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.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Managing Your Investments

By Phone

(phone_graphic)
Fidelity Workplace
Investing
1-800-835-5092

By PC

(computer_graphic)
Fidelity's Web Site
www.401k.com

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

FIL 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. (FIIOC)

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

FDE-K-UANN-1209
1.863074.101

fid909849

Fidelity®

Focused Stock

Fund

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 fund's 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, 2009	Past 1 year	Past 5 years	Past 10 years^A
Fidelity® Focused Stock Fund	4.39%	4.45%	-0.77%

^APrior to December 29, 2001, Focused Stock operated under certain different investment policies. The fund's historical performance may not represent its current investment policies.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Focused Stock Fund on October 31, 1999. 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 Stephen DuFour, Portfolio Manager of Fidelity® Focused Stock Fund: For the 12 months ending October 31, 2009, the fund returned 4.39%, which was well behind the S&P 500®. The fund, which focuses on roughly 40 to 60 higher-quality stocks, did not go down as much as the market in the downturn, but lagged as lower-quality, smaller-cap stocks led the broad market rally. The biggest losses versus the index came from energy, financials and, within industrials, transportation. Detractors included more-conservative energy names such as Total, a French oil and exploration company that is not in the index, and well-known financials Bank of America and Wells Fargo, both of which I sold prematurely. Union Pacific, a West Coast railroad, also declined, as the recession pressured railroad volumes. Materials stocks, however, aided performance, led by non-index holding Temple-Inland, a boxboard and building products manufacturer with much better-than-expected earnings. I sold both Total and Temple-Inland, while upgrading the quality of the portfolio, shifting toward more-economically sensitive names and reducing cash. Among stock additions was Apple, which was also a top contributor, thanks to strong unit sales growth of its iPod, iPhone and iTouch products.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

Actual Expenses

The first line of the accompanying table 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 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 provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's 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

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Actual	1.00%	$ 1,000.00	$ 1,166.30	$ 5.46
Hypothetical (5% return per year before expenses)		$ 1,000.00	$ 1,020.16	$ 5.09

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	5.0	4.9
Occidental Petroleum Corp.	5.0	0.0
Union Pacific Corp.	5.0	5.0
Apple, Inc.	4.9	4.4
CSX Corp.	4.4	0.0
JPMorgan Chase & Co.	4.2	4.3
American Express Co.	4.1	0.0
Celanese Corp. Class A	4.0	0.9
Hewlett-Packard Co.	4.0	0.0
Ingersoll-Rand Co. Ltd.	3.9	0.0
	44.5
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	25.0	30.4
Financials	15.0	14.3
Industrials	14.6	9.5
Consumer Discretionary	12.1	7.4
Energy	9.5	9.6

Asset Allocation (% of fund's net assets)
As of October 31, 2009 *			As of April 30, 2009 **
	Stocks 93.1%			Stocks 97.3%
	Convertible Securities 0.0%			Convertible Securities 0.3%
	Short-Term Investments and Net Other Assets 6.9%			Short-Term Investments and Net Other Assets 2.4%
* Foreign investments		8.8%	** Foreign investments		9.1%

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Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 93.1%
	Shares		Value
CONSUMER DISCRETIONARY - 12.1%
Automobiles - 0.6%
Harley-Davidson, Inc.	28,000		$ 697,760
Hotels, Restaurants & Leisure - 1.9%
Starwood Hotels & Resorts Worldwide, Inc.	12,000		348,720
WMS Industries, Inc. (a)	50,000		1,999,000
			2,347,720
Internet & Catalog Retail - 1.6%
Amazon.com, Inc. (a)	16,800		1,996,008
Leisure Equipment & Products - 0.4%
Polaris Industries, Inc. (c)	13,000		546,910
Media - 2.0%
Viacom, Inc. Class B (non-vtg.) (a)	87,000		2,400,330
Specialty Retail - 5.6%
DSW, Inc. Class A (a)	45,000		864,000
Ross Stores, Inc.	42,000		1,848,420
TJX Companies, Inc.	111,000		4,145,850
			6,858,270
TOTAL CONSUMER DISCRETIONARY			14,846,998
CONSUMER STAPLES - 2.3%
Food & Staples Retailing - 2.3%
Walgreen Co.	76,000		2,875,080
ENERGY - 9.5%
Energy Equipment & Services - 1.3%
Smith International, Inc.	55,000		1,525,150
Oil, Gas & Consumable Fuels - 8.2%
Anadarko Petroleum Corp.	59,000		3,594,870
Occidental Petroleum Corp.	80,000		6,070,400
Petroleo Brasileiro SA - Petrobras sponsored ADR	9,000		415,980
			10,081,250
TOTAL ENERGY			11,606,400
FINANCIALS - 15.0%
Capital Markets - 4.1%
Goldman Sachs Group, Inc.	10,500		1,786,785
Morgan Stanley	102,600		3,295,512
			5,082,297
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - 2.6%
Barclays PLC Sponsored ADR	46,000		$ 961,400
Comerica, Inc.	78,000		2,164,500
			3,125,900
Consumer Finance - 4.1%
American Express Co.	145,100		5,055,284
Diversified Financial Services - 4.2%
JPMorgan Chase & Co.	124,300		5,192,011
TOTAL FINANCIALS			18,455,492
HEALTH CARE - 8.3%
Health Care Equipment & Supplies - 0.3%
Covidien PLC	10,000		421,200
Health Care Providers & Services - 3.7%
Express Scripts, Inc. (a)	56,000		4,475,520
Life Sciences Tools & Services - 3.5%
Life Technologies Corp. (a)	73,000		3,443,410
QIAGEN NV (a)	43,000		895,690
			4,339,100
Pharmaceuticals - 0.8%
Teva Pharmaceutical Industries Ltd. sponsored ADR	20,000		1,009,600
TOTAL HEALTH CARE			10,245,420
INDUSTRIALS - 14.6%
Aerospace & Defense - 1.3%
Precision Castparts Corp.	17,100		1,633,563
Machinery - 3.9%
Ingersoll-Rand Co. Ltd.	151,700		4,792,203
Road & Rail - 9.4%
CSX Corp.	128,000		5,399,040
Union Pacific Corp.	110,000		6,065,400
			11,464,440
TOTAL INDUSTRIALS			17,890,206
INFORMATION TECHNOLOGY - 25.0%
Communications Equipment - 2.9%
Cisco Systems, Inc. (a)	157,700		3,603,445
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - 8.9%
Apple, Inc. (a)	32,100		$ 6,050,850
Hewlett-Packard Co.	102,000		4,840,920
			10,891,770
Internet Software & Services - 7.0%
Baidu.com, Inc. sponsored ADR (a)	6,500		2,456,480
Google, Inc. Class A (a)	11,350		6,084,961
			8,541,441
IT Services - 0.6%
Visa, Inc. Class A	10,300		780,328
Semiconductors & Semiconductor Equipment - 3.0%
Lam Research Corp. (a)	42,000		1,416,240
Teradyne, Inc. (a)(c)	262,661		2,198,473
			3,614,713
Software - 2.6%
Citrix Systems, Inc. (a)	87,000		3,198,120
TOTAL INFORMATION TECHNOLOGY			30,629,817
MATERIALS - 6.3%
Chemicals - 5.9%
Celanese Corp. Class A	180,150		4,945,118
Lubrizol Corp.	35,000		2,329,600
			7,274,718
Metals & Mining - 0.4%
Freeport-McMoRan Copper & Gold, Inc.	6,400		469,504
TOTAL MATERIALS			7,744,222
TOTAL COMMON STOCKS (Cost $101,717,462)		114,293,635
Money Market Funds - 3.5%
	Shares		Value
Fidelity Cash Central Fund, 0.20% (d)	3,467,450		$ 3,467,450
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)	819,700		819,700
TOTAL MONEY MARKET FUNDS (Cost $4,287,150)		4,287,150
TOTAL INVESTMENT PORTFOLIO - 96.6% (Cost $106,004,612)			118,580,785
NET OTHER ASSETS - 3.4%			4,199,204
NET ASSETS - 100%		$ 122,779,989

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(d) 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.

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
Fidelity Cash Central Fund	$ 63,766
Fidelity Securities Lending Cash Central Fund	38,785
Total	$ 102,551

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $23,197,380 of which $15,584,383 and $7,612,997 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	October 31, 2009

Assets
Investment in securities, at value (including securities loaned of $747,768) - See accompanying schedule: Unaffiliated issuers (cost $101,717,462)	$ 114,293,635
Fidelity Central Funds (cost $4,287,150)	4,287,150
Total Investments (cost $106,004,612)		$ 118,580,785
Foreign currency held at value (cost $4)		4
Receivable for investments sold		9,995,767
Receivable for fund shares sold		237,193
Dividends receivable		65,006
Distributions receivable from Fidelity Central Funds		215
Prepaid expenses		823
Receivable from investment adviser for expense reductions		14,824
Other receivables		5,380
Total assets		128,899,997

Liabilities
Payable for investments purchased	$ 4,819,283
Payable for fund shares redeemed	327,992
Accrued management fee	77,537
Other affiliated payables	36,516
Other payables and accrued expenses	38,980
Collateral on securities loaned, at value	819,700
Total liabilities		6,120,008

Net Assets		$ 122,779,989
Net Assets consist of:
Paid in capital		$ 135,105,317
Undistributed net investment income		521,075
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(25,432,634)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		12,586,231
Net Assets, for 12,073,774 shares outstanding		$ 122,779,989
Net Asset Value, offering price and redemption price per share ($122,779,989 ÷ 12,073,774 shares)		$ 10.17

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

Annual Report

Statement of Operations

	Year ended October 31, 2009

Investment Income
Dividends		$ 2,044,070
Interest		1,370
Income from Fidelity Central Funds		102,551
Total income		2,147,991

Expenses
Management fee Basic fee	$ 744,681
Performance adjustment	133,490
Transfer agent fees	407,601
Accounting and security lending fees	52,092
Custodian fees and expenses	21,270
Independent trustees' compensation	943
Registration fees	32,621
Audit	46,645
Legal	933
Miscellaneous	902
Total expenses before reductions	1,441,178
Expense reductions	(129,245)	1,311,933
Net investment income (loss)		836,058
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(4,004,422)
Foreign currency transactions	(455)
Futures contracts	191,494
Total net realized gain (loss)		(3,813,383)
Change in net unrealized appreciation (depreciation) on: Investment securities	15,143,568
Assets and liabilities in foreign currencies	10,059
Total change in net unrealized appreciation (depreciation)		15,153,627
Net gain (loss)		11,340,244
Net increase (decrease) in net assets resulting from operations		$ 12,176,302

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended October 31, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 836,058	$ 609,241
Net realized gain (loss)	(3,813,383)	(21,255,088)
Change in net unrealized appreciation (depreciation)	15,153,627	(15,569,157)
Net increase (decrease) in net assets resulting from operations	12,176,302	(36,215,004)
Distributions to shareholders from net investment income	(737,098)	(381,020)
Distributions to shareholders from net realized gain	-	(8,191,933)
Total distributions	(737,098)	(8,572,953)
Share transactions Proceeds from sales of shares	130,216,603	86,028,487
Reinvestment of distributions	708,416	8,220,938
Cost of shares redeemed	(116,454,566)	(49,979,322)
Net increase (decrease) in net assets resulting from share transactions	14,470,453	44,270,103
Total increase (decrease) in net assets	25,909,657	(517,854)

Net Assets
Beginning of period	96,870,332	97,388,186
End of period (including undistributed net investment income of $521,075 and undistributed net investment income of $422,974, respectively)	$ 122,779,989	$ 96,870,332
Other Information Shares
Sold	14,976,498	7,047,741
Issued in reinvestment of distributions	80,593	613,503
Redeemed	(12,847,062)	(4,141,601)
Net increase (decrease)	2,210,029	3,519,643

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

Annual Report

Financial Highlights

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 9.82	$ 15.35	$ 12.32	$ 11.37	$ 9.14
Income from Investment Operations
Net investment income (loss)^B	.06	.09	.06	.01^E	.04^F
Net realized and unrealized gain (loss)	.36	(4.27)	2.98	.98	2.22
Total from investment operations	.42	(4.18)	3.04	.99	2.26
Distributions from net investment income	(.07)	(.06)	(.01)	(.04)	(.03)
Distributions from net realized gain	-	(1.29)	-	-	-
Total distributions	(.07)	(1.35)	(.01)	(.04)	(.03)
Redemption fees added to paid in capital^H	-	-	-	-^{B, I}	-^{B, I}
Net asset value, end of period	$ 10.17	$ 9.82	$ 15.35	$ 12.32	$ 11.37
Total Return^A	4.39%	(29.58)%	24.70%	8.72%	24.78%
Ratios to Average Net Assets^{C, G}
Expenses before reductions	1.09%	1.20%	1.20%	1.08%	1.01%
Expenses net of fee waivers, if any	1.00%	1.00%	1.00%	1.00%	1.01%
Expenses net of all reductions	.99%	.99%	.99%	.98%	.98%
Net investment income (loss)	.63%	.70%	.47%	.12%^E	.40%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 122,780	$ 96,870	$ 97,388	$ 88,908	$ 110,255
Portfolio turnover rate^D	363%	491%	343%	202%	158%

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

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

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

^E Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

^F Investment income per share reflects an in-kind dividend received in a corporate reorganization which amounted to $.02 per share. Excluding the in-kind dividend, the ratio of net investment income (loss) to average net assets would have been ..24%.

^G Expense ratios reflect operating expenses of the Fund. 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 Fund 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 Fund.

^H The redemption fee was eliminated during the year ended October 31, 2006.

^I Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Focused Stock 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.

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.

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. Events or transactions occurring after period end through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency - 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 13,385,251
Gross unrealized depreciation	(3,044,332)
Net unrealized appreciation (depreciation)	$ 10,340,419

Tax Cost	$ 108,239,866

The tax-based components of distributable earnings as of period end were as follows:

Undistributed tax-exempt income	$ -
Undistributed ordinary income	$ 521,075
Capital loss carryforward	$ (23,197,380)
Net unrealized appreciation (depreciation)	$ 10,350,977

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 737,098	$ 3,302,175
Long-term Capital Gains	-	5,270,778
Total	$ 737,098	$ 8,572,953

Annual Report

Notes to Financial Statements - continued

4. Investments in Derivative Instruments.

Objectives and Strategies for Investing in Derivative Instruments. The Fund uses derivative instruments ("derivatives"), including futures contracts, in order to meet its investment objectives. The The Fund's strategy is to use derivatives as a risk management tool and as an additional way to gain exposure to certain types of assets. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

While utilizing derivatives in pursuit of its investment objectives, the Fund is exposed to certain financial risk relative to those derivatives. This risk is further explained below:

Equity Risk

The following notes provide more detailed information about each derivative type held by the Fund:

Futures Contracts. The Fund uses futures contracts to manage its exposure to the stock market. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument. Risks of loss may include equity risk and potential lack of liquidity in the market. Futures have minimal counterparty risk to the Fund since the exchange's clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default.

Annual Report

4. Investments in Derivative Instruments - continued

Futures Contracts - continued

during the period is included on the Statement of Operations. The total underlying face amount of all open futures contracts at period end is indicative of the volume of this derivative type.

At the end of the period, the Fund had no open futures contracts.

Risk Exposure / Derivative Type	Realized Gain (Loss)	Change in Unrealized Gain (Loss)
Equity Risk
Futures Contracts	$ 191,494	$ -
Total Derivatives Realized and Change in Unrealized Gain (Loss) (a)	$ 191,494	$ -

(a) Total derivatives realized gain (loss) included in the Statement of Operations is comprised of $191,494 for futures contracts.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $458,070,523 and $443,955,275, 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 Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .66% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .31% of average net assets.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $667 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

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 $38,785.

9. Expense Reductions.

FMR voluntarily agreed to reimburse the Fund to the extent annual operating expenses exceeded 1.00% of average net assets. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $118,790.

10. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Focused Stock 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 Focused Stock Fund (a fund of Fidelity Capital Trust) at October 31, 2009, 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 five years in the period then ended, 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 Focused Stock 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2009

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 (79)
	Year of Election or Appointment: 1978 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008- present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

The fund designates 50% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends 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 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Focused Stock 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 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, 2008, 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 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 Focused Stock Fund

fid909979

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. The Board reviewed the year-to-date performance of the fund through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Focused Stock Fund

fid909981

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 2008. 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.

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.

The Board noted that the fund's total expenses ranked below its competitive median for 2008.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Managing Your Investments

By Phone

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

Press

fid909832 For mutual fund and brokerage trading.

fid909834 For quotes.*

fid909836 For account balances and holdings.

fid909838 To review orders and mutual
fund activity.

fid909840 To change your PIN.

fid909842 fid909844 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

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

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

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

FIL Investments
(Japan) Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.)

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

JPMorgan Chase Bank
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®) fid909846 1-800-544-5555

Automated line for quickest service

TQG-UANN-1209
1.784778.106

fid909849

Fidelity®

Small Cap Independence
Fund

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Small Cap Independence	12.05%	-0.47%	3.07%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Small Cap Independence, a class of the fund, on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

fid910005

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite being caught in a downdraft early on, brought about primarily by the subprime mortgage crisis, near-frozen credit markets, sagging employment rates and dismal corporate earnings reports, U.S. equities bounced back sharply during the second half of the year ending October 31, 2009. The first months of the period saw numerous business failures as well as unprecedented government stimulus and continued historically low interest rates. In March, U.S. equities reached a bottom and, encouraged by the government's actions and improving economic indicators, investors rotated toward riskier assets, reversing the flight to quality seen earlier in the period. During the year, major domestic equity indexes reached devastating lows only to rally strongly and deliver positive returns by October 31. The Standard & Poor's 500^SM Index - a gauge of the broad U.S. equity market - gained a solid 9.80%, while the blue-chip Dow Jones Industrial Average^SM increased 7.71% and the technology-laden Nasdaq Composite® Index rose 20.07%. Small-cap stocks turned in slightly more modest results, with the Russell 2000® Index advancing 6.46%. International equities also were direct beneficiaries as investors' appetite for risk returned. The MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of foreign developed markets - surged 27.88%, bolstered in part by a weaker dollar.

Comments from Richard Thompson, Portfolio Manager of Fidelity® Small Cap Independence Fund: During the year, the fund's Retail Class shares rose 12.05%, solidly outpacing the Russell 2000. Most of the fund's outperformance came from a timely overweighting in consumer discretionary in late March as the market rallied - specifically within the retail, consumer services and auto-parts industries. Underweighting financials overall also helped, as did industry positioning within the sector. Security selection in consumer staples and energy provided a boost, though poor picks within health care and technology, plus overweighting transportation, detracted. Our top individual contributors were Green Mountain Coffee and lodging company Wyndham Worldwide, both of which remained top holdings for the fund at the end of the period. Solid-state drive manufacturer STEC and engineering/technical services firm URS also aided results. Conversely, holdings in solar-cell producer Sunpower, Alaska Air and regional bank KeyCorp were among our biggest detractors. Some stocks were sold by period end.

Note to shareholders: On November 2, 2009, the fund will transition to a multiple portfolio manager structure. Its investment objective will remain unchanged.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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 Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Class A	1.13%
Actual		$ 1,000.00	$ 1,164.50	$ 6.16
Hypothetical^A		$ 1,000.00	$ 1,019.51	$ 5.75
Class T	1.40%
Actual		$ 1,000.00	$ 1,161.40	$ 7.63
Hypothetical^A		$ 1,000.00	$ 1,018.15	$ 7.12
Class B	1.88%
Actual		$ 1,000.00	$ 1,159.50	$ 10.23
Hypothetical^A		$ 1,000.00	$ 1,015.73	$ 9.55
Class C	1.85%
Actual		$ 1,000.00	$ 1,159.90	$ 10.07
Hypothetical^A		$ 1,000.00	$ 1,015.88	$ 9.40
Small Cap Independence	.87%
Actual		$ 1,000.00	$ 1,165.40	$ 4.75
Hypothetical^A		$ 1,000.00	$ 1,020.82	$ 4.43
Institutional Class	.70%
Actual		$ 1,000.00	$ 1,166.20	$ 3.82
Hypothetical^A		$ 1,000.00	$ 1,021.68	$ 3.57

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Conceptus, Inc.	2.0	1.7
Wyndham Worldwide Corp.	2.0	1.5
Janus Capital Group, Inc.	1.6	1.2
Massey Energy Co.	1.5	0.0
Emeritus Corp.	1.4	0.4
Lamar Advertising Co. Class A	1.4	0.8
EXCO Resources, Inc.	1.3	0.9
Bruker BioSciences Corp.	1.2	0.9
Green Mountain Coffee Roasters, Inc.	1.1	0.7
Waddell & Reed Financial, Inc. Class A	1.1	1.1
	14.6
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.8	26.7
Information Technology	17.4	13.2
Financials	13.3	15.4
Industrials	12.9	18.3
Health Care	11.7	11.2

Asset Allocation (% of fund's net assets)
As of October 31, 2009 *			As of April 30, 2009 **
	Stocks and Investment Companies 98.1%			Stocks and Investment Companies 99.6%
	Short-Term Investments and Net Other Assets 1.9%			Short-Term Investments and Net Other Assets 0.4%
* Foreign investments		16.5%	** Foreign investments		12.8%

fid910011

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 98.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 23.8%
Auto Components - 4.1%
Autoliv, Inc.	424,200		$ 14,245
BorgWarner, Inc.	295,600		8,963
Federal-Mogul Corp. Class A (a)	547,875		6,109
Tenneco, Inc. (a)	671,800		9,150
The Goodyear Tire & Rubber Co. (a)	476,830		6,142
TRW Automotive Holdings Corp. (a)	774,500		12,121
			56,730
Hotels, Restaurants & Leisure - 6.5%
Bally Technologies, Inc. (a)	223,400		8,800
Carluccio's PLC (d)	3,793,500		5,605
InterContinental Hotel Group PLC ADR	232,000		2,949
Kura Corp. Ltd.	133		463
Morgans Hotel Group Co. (a)	1,255,400		4,168
Morton's Restaurant Group, Inc. (a)	613,849		2,296
Peet's Coffee & Tea, Inc. (a)	219,900		7,477
Red Robin Gourmet Burgers, Inc. (a)	135,000		2,256
Ruth's Hospitality Group, Inc. (a)(d)	1,801,231		5,602
Starwood Hotels & Resorts Worldwide, Inc.	297,500		8,645
The Restaurant Group PLC	2,626,700		8,064
Vail Resorts, Inc. (a)(c)	202,700		6,981
Wyndham Worldwide Corp.	1,581,215		26,960
			90,266
Household Durables - 1.8%
Meritage Homes Corp. (a)	198,700		3,624
Mohawk Industries, Inc. (a)	222,900		9,547
Pulte Homes, Inc.	817,400		7,365
Ryland Group, Inc.	226,600		4,203
			24,739
Internet & Catalog Retail - 0.3%
1-800-FLOWERS.com, Inc. Class A (a)	925,795		3,555
Media - 3.6%
Global Sources Ltd.	1,199,100		7,422
Harte-Hanks, Inc.	616,700		7,240
Ipsos SA	354,400		10,874
Lamar Advertising Co. Class A (a)(c)	788,000		19,148
Valassis Communications, Inc. (a)	304,400		5,549
			50,233
Specialty Retail - 7.1%
AnnTaylor Stores Corp. (a)	1,086,700		14,094
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Casual Male Retail Group, Inc. (a)	1,500,000		$ 3,765
Citi Trends, Inc. (a)	135,800		3,576
Fourlis Holdings SA	641,930		10,769
Gymboree Corp. (a)	158,300		6,739
Pacific Sunwear of California, Inc. (a)	1,978,672		11,951
RadioShack Corp.	531,800		8,982
SAZABY, Inc.	78,200		1,060
Shoe Carnival, Inc. (a)	509,200		7,643
Signet Jewelers Ltd.	271,700		6,850
The Men's Wearhouse, Inc.	227,700		5,276
Williams-Sonoma, Inc.	546,000		10,254
Zale Corp. (a)(c)(d)	1,609,604		7,613
			98,572
Textiles, Apparel & Luxury Goods - 0.4%
Ted Baker PLC	727,900		4,900
TOTAL CONSUMER DISCRETIONARY			328,995
CONSUMER STAPLES - 2.8%
Food & Staples Retailing - 0.5%
Diedrich Coffee, Inc. (a)(c)(d)	332,705		7,253
Food Products - 1.5%
Corn Products International, Inc.	189,600		5,343
Green Mountain Coffee Roasters, Inc. (a)(c)	224,401		14,934
			20,277
Personal Products - 0.8%
Chattem, Inc. (a)(c)	177,900		11,274
TOTAL CONSUMER STAPLES			38,804
ENERGY - 8.1%
Energy Equipment & Services - 2.0%
Atwood Oceanics, Inc. (a)	128,952		4,577
North American Energy Partners, Inc. (a)	1,010,000		5,727
Petroleum Geo-Services ASA (a)	564,850		5,356
TETRA Technologies, Inc. (a)	1,229,200		11,628
			27,288
Oil, Gas & Consumable Fuels - 6.1%
Alpha Natural Resources, Inc. (a)	322,555		10,957
Arch Coal, Inc.	355,700		7,704
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cabot Oil & Gas Corp.	246,700		$ 9,491
Encore Acquisition Co. (a)	244,050		9,047
EXCO Resources, Inc.	1,130,600		17,660
GMX Resources, Inc. (a)(c)	406,300		5,172
James River Coal Co. (a)	250,700		4,761
Massey Energy Co.	698,300		20,314
			85,106
TOTAL ENERGY			112,394
FINANCIALS - 13.3%
Capital Markets - 4.3%
Affiliated Managers Group, Inc. (a)(c)	167,400		10,628
Fifth Street Finance Corp.	168,004		1,651
Janus Capital Group, Inc.	1,662,200		21,808
optionsXpress Holdings, Inc.	654,500		10,230
Waddell & Reed Financial, Inc. Class A	527,700		14,807
			59,124
Commercial Banks - 2.6%
Associated Banc-Corp.	649,625		8,322
Boston Private Financial Holdings, Inc.	1,439,000		8,562
FirstMerit Corp.	228,900		4,338
Huntington Bancshares, Inc.	808,000		3,078
KeyCorp	911,500		4,913
PacWest Bancorp	383,900		6,519
			35,732
Diversified Financial Services - 0.4%
Gimv NV	107,700		6,084
Insurance - 3.1%
Argo Group International Holdings, Ltd. (a)	211,200		7,172
CNA Financial Corp. (a)	327,600		7,132
Endurance Specialty Holdings Ltd.	188,400		6,781
Montpelier Re Holdings Ltd.	276,124		4,462
Platinum Underwriters Holdings Ltd.	207,100		7,408
XL Capital Ltd. Class A	617,600		10,135
			43,090
Real Estate Investment Trusts - 1.9%
Corporate Office Properties Trust (SBI)	201,800		6,698
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Segro PLC	2,285,914		$ 13,248
SL Green Realty Corp.	174,100		6,748
			26,694
Real Estate Management & Development - 1.0%
Jones Lang LaSalle, Inc.	258,400		12,106
Orchid Developments Group Ltd. (a)	1,235,400		903
			13,009
TOTAL FINANCIALS			183,733
HEALTH CARE - 11.7%
Biotechnology - 1.2%
Alexion Pharmaceuticals, Inc. (a)	91,300		4,055
Alnylam Pharmaceuticals, Inc. (a)	32,300		550
Clinical Data, Inc. (a)	254,500		4,016
OREXIGEN Therapeutics, Inc. (a)	933,900		6,033
Targacept, Inc. (a)	95,350		1,788
			16,442
Health Care Equipment & Supplies - 2.9%
Conceptus, Inc. (a)(d)	1,610,453		28,241
Edwards Lifesciences Corp. (a)	65,000		5,001
Syneron Medical Ltd. (a)	686,526		7,552
			40,794
Health Care Providers & Services - 3.0%
Emeritus Corp. (a)(c)	1,037,641		19,362
Genoptix, Inc. (a)(c)	263,900		9,181
Hanger Orthopedic Group, Inc. (a)	621,800		8,606
Health Net, Inc. (a)	254,189		3,790
			40,939
Life Sciences Tools & Services - 3.0%
Bruker BioSciences Corp. (a)	1,548,000		16,780
Illumina, Inc. (a)	163,600		5,252
Life Technologies Corp. (a)	252,600		11,915
QIAGEN NV (a)	369,900		7,705
			41,652
Pharmaceuticals - 1.6%
Cadence Pharmaceuticals, Inc. (a)(c)	1,070,300		9,665
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Optimer Pharmaceuticals, Inc. (a)	307,100		$ 3,550
ViroPharma, Inc. (a)	1,155,300		8,711
			21,926
TOTAL HEALTH CARE			161,753
INDUSTRIALS - 12.9%
Aerospace & Defense - 0.3%
Argon ST, Inc. (a)	214,100		3,982
Airlines - 1.4%
AirTran Holdings, Inc. (a)	1,407,200		5,952
Hawaiian Holdings, Inc. (a)	995,200		7,056
JetBlue Airways Corp. (a)	1,303,000		6,463
			19,471
Building Products - 0.4%
Masco Corp.	460,000		5,405
Commercial Services & Supplies - 0.8%
Clean Harbors, Inc. (a)	133,600		7,542
Waste Connections, Inc. (a)	133,400		4,193
			11,735
Construction & Engineering - 0.9%
MYR Group, Inc. (a)	439,100		7,544
Orion Marine Group, Inc. (a)	221,300		4,214
			11,758
Electrical Equipment - 2.1%
JA Solar Holdings Co. Ltd. ADR (a)(c)	2,143,600		8,210
Regal-Beloit Corp.	131,700		6,174
SunPower Corp.:
Class A (a)(c)	250,000		6,203
Class B (a)	401,700		8,701
			29,288
Industrial Conglomerates - 0.5%
Carlisle Companies, Inc.	212,600		6,599
Machinery - 1.2%
Commercial Vehicle Group, Inc. (a)	915,000		4,328
JTEKT Corp.	530,900		5,609
Nippon Thompson Co. Ltd.	1,261,000		6,614
			16,551
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - 0.9%
ICF International, Inc. (a)	182,900		$ 5,240
Monster Worldwide, Inc. (a)	517,960		7,521
			12,761
Road & Rail - 2.7%
Avis Budget Group, Inc. (a)(c)	1,654,100		13,894
Celadon Group, Inc. (a)	486,700		4,750
Con-way, Inc.	97,900		3,230
Hertz Global Holdings, Inc. (a)(c)	752,300		7,004
Old Dominion Freight Lines, Inc. (a)	112,900		2,934
Saia, Inc. (a)	373,400		5,474
			37,286
Trading Companies & Distributors - 1.7%
Interline Brands, Inc. (a)	207,000		3,022
Rush Enterprises, Inc. Class A (a)	1,350,650		14,749
WESCO International, Inc. (a)	249,100		6,367
			24,138
TOTAL INDUSTRIALS			178,974
INFORMATION TECHNOLOGY - 17.4%
Communications Equipment - 0.7%
Adtran, Inc.	387,500		8,928
Computers & Peripherals - 1.2%
SanDisk Corp. (a)	607,000		12,431
STEC, Inc. (a)(c)	187,800		4,004
			16,435
Electronic Equipment & Components - 2.2%
Electro Scientific Industries, Inc. (a)	789,300		8,635
Ingram Micro, Inc. Class A (a)	577,600		10,195
IPG Photonics Corp. (a)	491,200		6,710
SYNNEX Corp. (a)	205,000		5,275
			30,815
Internet Software & Services - 4.7%
Art Technology Group, Inc. (a)	3,056,400		12,592
Dice Holdings, Inc. (a)	1,815,800		10,913
j2 Global Communications, Inc. (a)	298,700		6,108
Open Text Corp. (a)	323,700		12,077
Sina Corp. (a)	226,300		8,461
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Sohu.com, Inc. (a)(c)	149,170		$ 8,294
WebMD Health Corp. Class A (a)(c)	197,900		6,740
			65,185
IT Services - 0.9%
ExlService Holdings, Inc. (a)	194,502		2,647
WNS Holdings Ltd. sponsored ADR (a)	761,000		10,410
			13,057
Semiconductors & Semiconductor Equipment - 6.0%
Aixtron AG	290,300		8,702
Atmel Corp. (a)	805,200		2,995
Cymer, Inc. (a)	165,900		5,680
FormFactor, Inc. (a)	348,600		5,923
KLA-Tencor Corp.	306,600		9,968
MKS Instruments, Inc. (a)	494,200		7,729
Omnivision Technologies, Inc. (a)	393,000		4,818
Rubicon Technology, Inc. (a)	197,200		2,982
Standard Microsystems Corp. (a)	466,390		8,983
Supertex, Inc. (a)	269,100		6,526
Varian Semiconductor Equipment Associates, Inc. (a)	327,500		9,298
Verigy Ltd. (a)	914,900		9,003
			82,607
Software - 1.7%
ANSYS, Inc. (a)	144,470		5,863
Mentor Graphics Corp. (a)	956,100		6,980
Novell, Inc. (a)	1,554,800		6,359
Playtech Ltd. (c)	663,799		3,921
			23,123
TOTAL INFORMATION TECHNOLOGY			240,150
MATERIALS - 7.0%
Chemicals - 1.8%
Cabot Corp.	445,400		9,768
Solutia, Inc. (a)	1,313,700		14,451
Thai Carbon Black PCL (For. Reg.)	2,336,800		1,244
			25,463
Containers & Packaging - 0.4%
Temple-Inland, Inc.	391,600		6,050
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 2.9%
AK Steel Holding Corp.	194,400		$ 3,085
Aquarius Platinum Ltd. (United Kingdom)	1,234,200		5,283
Cliffs Natural Resources, Inc.	225,400		8,017
Eldorado Gold Corp. (a)	373,800		4,163
Gulf Resources, Inc. (a)	303,011		2,788
Lihir Gold Ltd. sponsored ADR (c)	192,100		5,237
Steel Dynamics, Inc.	324,400		4,344
United States Steel Corp.	97,900		3,377
Yamana Gold, Inc.	302,200		3,204
			39,498
Paper & Forest Products - 1.9%
Louisiana-Pacific Corp. (a)	1,979,000		10,390
Norbord, Inc.	360,510		4,957
Schweitzer-Mauduit International, Inc.	211,800		10,939
			26,286
TOTAL MATERIALS			97,297
UTILITIES - 1.1%
Independent Power Producers & Energy Traders - 1.1%
Dynegy, Inc. Class A (a)	5,057,100		10,114
RRI Energy, Inc. (a)	873,100		4,601
			14,715
TOTAL COMMON STOCKS (Cost $1,257,206)		1,356,815
Money Market Funds - 8.9%

Fidelity Cash Central Fund, 0.20% (e)	30,306,176		30,306
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)	93,444,198		93,444
TOTAL MONEY MARKET FUNDS (Cost $123,750)		123,750
TOTAL INVESTMENT PORTFOLIO - 107.0% (Cost $1,380,956)			1,480,565
NET OTHER ASSETS - (7.0)%			(97,151)
NET ASSETS - 100%		$ 1,383,414

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(d) Affiliated company

(e) 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.

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	$ 246
Fidelity Securities Lending Cash Central Fund	1,896
Total	$ 2,142

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Capital Senior Living Corp.	$ 7,686	$ -	$ 5,437	$ -	$ -
Carluccio's PLC	3,480	5,270	2,296	88	5,605
Conceptus, Inc.	-	8,294	-	-	28,241
Corin Group PLC	5,002	-	1,707	-	-
Diedrich Coffee, Inc.	-	7,453	-	-	7,253
McCormick & Schmick's Seafood Restaurants	3,810	-	2,562	-	-
Pacific Premier Bancorp, Inc.	1,326	-	1,136	-	-
Ruth's Hospitality Group, Inc.	-	5,304	-	-	5,602
Zale Corp.	-	7,528	-	-	7,613
Total	$ 21,304	$ 33,849	$ 13,138	$ 88	$ 54,314

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 328,995	$ 327,472	$ 1,523	$ -
Consumer Staples	38,804	38,804	-	-
Energy	112,394	112,394	-	-
Financials	183,733	183,733	-	-
Health Care	161,753	161,753	-	-
Industrials	178,974	166,751	12,223	-
Information Technology	240,150	240,150	-	-
Materials	97,297	96,053	1,244	-
Utilities	14,715	14,715	-	-
Money Market Funds	123,750	123,750	-	-
Total Investments in Securities:	$ 1,480,565	$ 1,465,575	$ 14,990	$ -

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	83.5%
Bermuda	3.3%
United Kingdom	2.5%
Canada	2.2%
Japan	1.0%
Others (individually less than 1%)	7.5%
	100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $790,724,740 of which $461,620,332 and $329,104,408 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $85,141) - See accompanying schedule: Unaffiliated issuers (cost $1,206,726)	$ 1,302,501
Fidelity Central Funds (cost $123,750)	123,750
Other affiliated issuers (cost $50,480)	54,314
Total Investments (cost $1,380,956)		$ 1,480,565
Receivable for investments sold		10,499
Receivable for fund shares sold		1,601
Dividends receivable		309
Distributions receivable from Fidelity Central Funds		77
Prepaid expenses		9
Other receivables		66
Total assets		1,493,126

Liabilities
Payable for investments purchased	$ 13,737
Payable for fund shares redeemed	1,397
Accrued management fee	636
Distribution fees payable	1
Other affiliated payables	431
Other payables and accrued expenses	66
Collateral on securities loaned, at value	93,444
Total liabilities		109,712

Net Assets		$ 1,383,414
Net Assets consist of:
Paid in capital		$ 2,084,534
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(800,743)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		99,623
Net Assets		$ 1,383,414

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	October 31, 2009

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($2,693.6 ÷ 214.966 shares)		$ 12.53

Maximum offering price per share (100/94.25 of $12.53)		$ 13.29
Class T: Net Asset Value and redemption price per share ($550.0 ÷ 44.164 shares)		$ 12.45

Maximum offering price per share (100/96.50 of $12.45)		$ 12.90
Class B: Net Asset Value and offering price per share ($219.4 ÷ 17.750 shares)^A		$ 12.36

Class C: Net Asset Value and offering price per share ($427.8 ÷ 34.707 shares)^A		$ 12.33

Small Cap Independence: Net Asset Value, offering price and redemption price per share ($1,379,111.0 ÷ 109,350.939 shares)		$ 12.61

Institutional Class: Net Asset Value, offering price and redemption price per share ($412.5 ÷ 32.654 shares)		$ 12.63

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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, 2009

Investment Income
Dividends (including $88 earned from other affiliated issuers)		$ 10,019
Income from Fidelity Central Funds (including $1,896 from security lending)		2,142
Total income		12,161

Expenses
Management fee Basic fee	$ 7,619
Performance adjustment	(2,776)
Transfer agent fees	3,922
Distribution fees	12
Accounting and security lending fees	459
Custodian fees and expenses	121
Independent trustees' compensation	9
Registration fees	83
Audit	60
Legal	7
Interest	1
Miscellaneous	27
Total expenses before reductions	9,544
Expense reductions	(159)	9,385
Net investment income (loss)		2,776
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(250,521)
Other affiliated issuers	(64,775)
Foreign currency transactions	(578)
Total net realized gain (loss)		(315,874)
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $26)	464,842
Assets and liabilities in foreign currencies	522
Total change in net unrealized appreciation (depreciation)		465,364
Net gain (loss)		149,490
Net increase (decrease) in net assets resulting from operations		$ 152,266

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,776	$ 953
Net realized gain (loss)	(315,874)	(484,448)
Change in net unrealized appreciation (depreciation)	465,364	(738,909)
Net increase (decrease) in net assets resulting from operations	152,266	(1,222,404)
Distributions to shareholders from net investment income	(2,638)	-
Distributions to shareholders from net realized gain	-	(284,425)
Total distributions	(2,638)	(284,425)
Share transactions - net increase (decrease)	(62,137)	198,096
Redemption fees	136	286
Total increase (decrease) in net assets	87,627	(1,308,447)

Net Assets
Beginning of period	1,295,787	2,604,234
End of period (including accumulated net investment loss of $0 and $1, respectively.)	$ 1,383,414	$ 1,295,787

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

Annual Report

Financial Highlights - Class A

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.24	$ 24.79	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	-^K	(.04)	(.07)^H
Net realized and unrealized gain (loss)	1.31	(10.77)	1.66
Total from investment operations	1.31	(10.81)	1.59
Distributions from net investment income	(.02)	-	-
Distributions from net realized gain	-	(2.74)	-
Total distributions	(.02)	(2.74)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.53	$ 11.24	$ 24.79
Total Return^{B, C, D}	11.69%	(48.52)%	6.85%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.03%	1.24%	1.27%^A
Expenses net of fee waivers, if any	1.03%	1.24%	1.27%^A
Expenses net of all reductions	1.01%	1.23%	1.26%^A
Net investment income (loss)	(.03)%	(.24)%	(.57)%^{A, H}
Supplemental Data
Net assets, end of period (in millions)	$ 3	$ 2	$ 1
Portfolio turnover rate^G	135%	101%	84%

^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 Total returns do not include the effect of the sales charges.

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

^F 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.

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

^H Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.66)%.

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^J 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.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.19	$ 24.74	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.03)	(.08)	(.10)^H
Net realized and unrealized gain (loss)	1.30	(10.76)	1.64
Total from investment operations	1.27	(10.84)	1.54
Distributions from net investment income	(.01)	-	-
Distributions from net realized gain	-	(2.71)	-
Total distributions	(.01)	(2.71)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.45	$ 11.19	$ 24.74
Total Return^{B, C, D}	11.42%	(48.70)%	6.64%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.30%	1.50%	1.53%^A
Expenses net of fee waivers, if any	1.30%	1.50%	1.53%^A
Expenses net of all reductions	1.29%	1.49%	1.52%^A
Net investment income (loss)	(.31)%	(.50)%	(.83)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 550	$ 409	$ 420
Portfolio turnover rate^G	135%	101%	84%

^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 Total returns do not include the effect of the sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.15	$ 24.69	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.08)	(.17)	(.15)^H
Net realized and unrealized gain (loss)	1.30	(10.73)	1.64
Total from investment operations	1.22	(10.90)	1.49
Distributions from net investment income	(.01)	-	-
Distributions from net realized gain	-	(2.64)	-
Total distributions	(.01)	(2.64)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.36	$ 11.15	$ 24.69
Total Return^{B, C, D}	10.92%	(48.94)%	6.42%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.77%	1.99%	2.07%^A
Expenses net of fee waivers, if any	1.77%	1.99%	2.05%^A
Expenses net of all reductions	1.75%	1.99%	2.04%^A
Net investment income (loss)	(.78)%	(1.00)%	(1.32)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 219	$ 199	$ 419
Portfolio turnover rate^G	135%	101%	84%

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.12	$ 24.71	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.09)	(.17)	(.15)^H
Net realized and unrealized gain (loss)	1.31	(10.72)	1.66
Total from investment operations	1.22	(10.89)	1.51
Distributions from net investment income	(.01)	-	-
Distributions from net realized gain	-	(2.70)	-
Total distributions	(.01)	(2.70)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.33	$ 11.12	$ 24.71
Total Return^{B, C, D}	10.96%	(48.95)%	6.51%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.76%	2.00%	1.98%^A
Expenses net of fee waivers, if any	1.76%	2.00%	1.98%^A
Expenses net of all reductions	1.75%	1.99%	1.97%^A
Net investment income (loss)	(.77)%	(1.01)%	(1.27)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 428	$ 183	$ 294
Portfolio turnover rate^G	135%	101%	84%

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Small Cap Independence

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 11.28	$ 24.81	$ 22.23	$ 20.82	$ 18.30
Income from Investment Operations
Net investment income (loss)^B	.02	.01	(.04)^E	.07^F	.10^G
Net realized and unrealized gain (loss)	1.33	(10.82)	5.01	2.75	3.31
Total from investment operations	1.35	(10.81)	4.97	2.82	3.41
Distributions from net investment income	(.02)	-	(.05)	(.07)	-
Distributions from net realized gain	-	(2.72)	(2.34)	(1.34)	(.89)
Total distributions	(.02)	(2.72)	(2.39)	(1.41)	(.89)
Redemption fees added to paid in capital^{B, I}	-	-	-	-	-
Net asset value, end of period	$ 12.61	$ 11.28	$ 24.81	$ 22.23	$ 20.82
Total Return^A	12.05%	(48.42)%	24.42%	14.08%	19.05%
Ratios to Average Net Assets^{C, H}
Expenses before reductions	.77%	.95%	1.01%	.86%	.78%
Expenses net of fee waivers, if any	.77%	.95%	1.00%	.86%	.78%
Expenses net of all reductions	.75%	.94%	.99%	.81%	.75%
Net investment income (loss)	.22%	.05%	(.20)%^E	.32%^F	.49%^G
Supplemental Data
Net assets, end of period (in millions)	$ 1,379	$ 1,292	$ 2,602	$ 2,623	$ 1,609
Portfolio turnover rate^D	135%	101%	84%	126%	61%

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

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

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

^E Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.29)%.

^F Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.22)%.

^G Investment income per share reflects a special dividend which amounted to $.12 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.10)%.

^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. 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.

^I Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,	2009	2008	2007^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.29	$ 24.82	$ 23.20
Income from Investment Operations
Net investment income (loss)^D	.04	.02	(.03)^G
Net realized and unrealized gain (loss)	1.32	(10.82)	1.65
Total from investment operations	1.36	(10.80)	1.62
Distributions from net investment income	(.02)	-	-
Distributions from net realized gain	-	(2.73)	-
Total distributions	(.02)	(2.73)	-
Redemption fees added to paid in capital^{D, J}	-	-	-
Net asset value, end of period	$ 12.63	$ 11.29	$ 24.82
Total Return^{B, C}	12.14%	(48.36)%	6.98%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.63%	.84%	.94%^A
Expenses net of fee waivers, if any	.63%	.84%	.94%^A
Expenses net of all reductions	.62%	.84%	.93%^A
Net investment income (loss)	.36%	.15%	(.24)%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 413	$ 376	$ 162
Portfolio turnover rate^F	135%	101%	84%

^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 Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.33)%.

^H For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^I 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.

^J Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

1. Organization.

Fidelity Small Cap Independence 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. The Fund offers Class A, Class T, Class B, Class C, Small Cap Independence and Institutional Class 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. In order to disclose class level financial information dollar amounts presented in the notes are unrounded. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. 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 and distribution and service plan 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 229,300,293
Gross unrealized depreciation	(139,709,347)
Net unrealized appreciation (depreciation)	$ 89,590,946

Tax Cost	$ 1,390,974,194

The tax-based components of distributable earnings as of period end were as follows:

Capital loss carryforward	$ (790,724,740)
Net unrealized appreciation (depreciation)	$ 89,604,961

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 2,638,469	$ 104,435,278
Long-term Capital Gains	-	179,989,489
Total	$ 2,638,469	$ 284,424,767

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,659,586,099 and $1,724,146,203, respectively.

5. 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 .35% 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, Small Cap Independence as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .39% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period,

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 5,807	$ 780
Class T	.25%	.25%	2,206	-
Class B	.75%	.25%	1,858	1,395
Class C	.75%	.25%	2,476	1,237
			$ 12,347	$ 3,412

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 2,000
Class T	107
Class B*	850
Class C*	49
	$ 3,006

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 7,541	.32
Class T	1,540	.35
Class B	594	.32
Class C	793	.32
Small Cap Independence	3,910,960	.32
Institutional Class	711	.18
	$ 3,922,139

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,413,571	.48%	$ 786

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $6,393 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

8. 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 $152,052 for the period. In addition, through arrangements with the Fund's custodian, 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 expenses by $7,090.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Class A	$ 4,025	$ -
Class T	517	-
Class B	104	-
Class C	117	-
Small Cap Independence	2,632,884	-
Institutional Class	822	-
Total	$ 2,638,469	$ -
From net realized gain
Class A	$ -	$ 217,079
Class T	-	52,010
Class B	-	45,676
Class C	-	50,515
Small Cap Independence	-	284,040,327
Institutional Class	-	19,160
Total	$ -	$ 284,424,767

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009	2008	2009	2008
Class A
Shares sold	71,378	205,468	$ 788,883	$ 3,725,058
Reinvestment of distributions	387	10,625	3,793	214,517
Shares redeemed	(67,529)	(44,958)	(721,666)	(737,158)
Net increase (decrease)	4,236	171,135	$ 71,010	$ 3,202,417
Class T
Shares sold	15,043	34,295	$ 167,984	$ 579,208
Reinvestment of distributions	52	2,571	513	51,838
Shares redeemed	(7,474)	(17,302)	(81,545)	(267,078)
Net increase (decrease)	7,621	19,564	$ 86,952	$ 363,968
Class B
Shares sold	12,626	9,865	$ 143,810	$ 161,442
Reinvestment of distributions	10	2,222	101	44,826
Shares redeemed	(12,734)	(11,195)	(136,707)	(163,410)
Net increase (decrease)	(98)	892	$ 7,204	$ 42,858

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended October 31,	2009	2008	2009	2008
Class C
Shares sold	26,160	29,487	$ 298,029	$ 552,689
Reinvestment of distributions	11	2,368	107	47,635
Shares redeemed	(7,946)	(27,273)	(87,470)	(434,448)
Net increase (decrease)	18,225	4,582	$ 210,666	$ 165,876
Small Cap Independence
Shares sold	20,943,346	25,453,153	$ 222,060,311	$ 420,759,999
Reinvestment of distributions	263,408	13,819,450	2,594,575	279,429,276
Shares redeemed	(26,369,097)	(29,641,990)	(287,151,117)	(506,376,535)
Net increase (decrease)	(5,162,343)	9,630,613	$ (62,496,231)	$ 193,812,740
Institutional Class
Shares sold	6,785	35,465	$ 75,484	$ 642,989
Reinvestment of distributions	9	948	87	19,160
Shares redeemed	(7,415)	(9,660)	(91,575)	(154,150)
Net increase (decrease)	(621)	26,753	$ (16,004)	$ 507,999

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Small Cap Independence Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Small Cap Independence Fund (the Fund), a fund of Fidelity Capital Trust, including the schedule of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Small Cap Independence Fund as of October 31, 2009, 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 presented, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2009

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 (79)
	Year of Election or Appointment: 1984 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007- present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008- present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009- present) and 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).
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009- present). Previously, Mr. Hogan served as a portfolio manager.
Thomas C. Hense (45)
	Year of Election or Appointment: 2008 Vice President of Fidelity's High Income and Small Cap Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008- present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005- present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

The fund designates 49% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 73% of the dividends distributed in December 2008 during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Independence 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 for each class, as well as the fund's relative investment performance for each class 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, 2008, as available, the cumulative total returns of Fidelity Small Cap Independence (retail class) and Class C of the fund, 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 returns of Fidelity Small Cap Independence (retail class) and Class C show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. 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 numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Small Cap Independence Fund

fid910013

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Small Cap Independence (retail class) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Small Cap Independence (retail class) through May 31, 2009 and stated that it exceeded the fund's benchmark.

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 4% means that 96% 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 Small Cap Independence Fund

fid910015

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 each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 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 each class of the fund compared to competitive fund median expenses. Each class of 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.

The Board noted that the total expenses of each class ranked below its competitive median for 2008.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Managing Your Investments

By Phone

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

Press

fid909832 For mutual fund and brokerage trading.

fid909834 For quotes.*

fid909836 For account balances and holdings.

fid909838 To review orders and mutual
fund activity.

fid909840 To change your PIN.

fid909842 fid909844 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

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

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

Annual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)
For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

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

Brown Brothers Harriman & Co.

Boston, 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.)

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) fid909846 1-800-544-5555

Automated line for quickest service

SCS-UANN-1209
1.784779.106

fid909849

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor

Small Cap Independence

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Class A, Class T, Class B,
and Class C are classes of
Fidelity® Small Cap Independence Fund

Chairman's Message	<Click Here>	The Chairman'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>
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/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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

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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Class A (incl. sales charge)^A	5.27%	-1.76%	2.40%
Class T (incl. sales charge)^B	7.52%	-1.45%	2.56%
Class B (incl. contingent deferred sales charge) ^C	5.92%	-1.25%	2.81%
Class C (incl. contingent deferred sales charge) ^D	9.96%	-0.95%	2.82%

^A Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on May 2, 2007. Returns prior to May 2, 2007 are those of Small Cap Independence, the original class of the fund, which has no 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to May 2, 2007 would have been lower.

^B Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on May 2, 2007. Returns prior to May 2, 2007 are those of Small Cap Independence, the original class of the fund, which has no 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to May 2, 2007 would have been lower.

^C Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on May 2, 2007. Returns prior to May 2, 2007 are those of Small Cap Independence, the original class of the fund, which has no 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to May 2, 2007 would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 5%, 2% ,and 0%, respectively.

^D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on May 2, 2007. Returns prior to May 2, 2007 are those of Small Cap Independence, the original class of the fund, which has no 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to May 2, 2007 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Small Cap Independence Fund - Class A on October 31, 1999, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period. The initial offering of Class A took place on May 2, 2007. See the previous page for additional information regarding the performance of Class A.

fid910039

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite being caught in a downdraft early on, brought about primarily by the subprime mortgage crisis, near-frozen credit markets, sagging employment rates and dismal corporate earnings reports, U.S. equities bounced back sharply during the second half of the year ending October 31, 2009. The first months of the period saw numerous business failures as well as unprecedented government stimulus and continued historically low interest rates. In March, U.S. equities reached a bottom and, encouraged by the government's actions and improving economic indicators, investors rotated toward riskier assets, reversing the flight to quality seen earlier in the period. During the year, major domestic equity indexes reached devastating lows only to rally strongly and deliver positive returns by October 31. The Standard & Poor's 500^SM Index - a gauge of the broad U.S. equity market - gained a solid 9.80%, while the blue-chip Dow Jones Industrial Average^SM increased 7.71% and the technology-laden Nasdaq Composite® Index rose 20.07%. Small-cap stocks turned in slightly more modest results, with the Russell 2000® Index advancing 6.46%. International equities also were direct beneficiaries as investors' appetite for risk returned. The MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of foreign developed markets - surged 27.88%, bolstered in part by a weaker dollar.

Comments from Richard Thompson, Portfolio Manager of Fidelity Advisor Small Cap Independence Fund: During the year, the fund's Class A, Class T, Class B and Class C shares rose 11.69%, 11.42%, 10.92% and 10.96%, respectively (excluding sales charges), solidly outpacing the Russell 2000. Most of the fund's outperformance came from a timely overweighting in consumer discretionary in late March as the market rallied - specifically within the retail, consumer services and auto-parts industries. Underweighting financials overall also helped, as did industry positioning within the sector. Security selection in consumer staples and energy provided a boost, though poor picks within health care and technology, plus overweighting transportation, detracted. Our top individual contributors were Green Mountain Coffee and lodging company Wyndham Worldwide, both of which remained top holdings for the fund at the end of the period. Solid-state drive manufacturer STEC and engineering/technical services firm URS also aided results. Conversely, holdings in solar-cell producer Sunpower, Alaska Air and regional bank KeyCorp were among our biggest detractors. Some stocks were sold by period end.

Note to shareholders: On November 2, 2009, the fund will transition to a multiple portfolio manager structure. Its investment objective will remain unchanged.

Comments from Richard Thompson, Portfolio Manager of Fidelity Advisor Small Cap Independence Fund: During the year, the fund's Institutional Class shares rose 12.14%, solidly outpacing the Russell 2000. Most of the fund's outperformance came from a timely overweighting in consumer discretionary in late March as the market rallied - specifically within the retail, consumer services and auto-parts industries. Underweighting financials overall also helped, as did industry positioning within the sector. Security selection in consumer staples and energy provided a boost, though poor picks within health care and technology, plus overweighting transportation, detracted. Our top individual contributors were Green Mountain Coffee and lodging company Wyndham Worldwide, both of which remained top holdings for the fund at the end of the period. Solid-state drive manufacturer STEC and engineering/technical services firm URS also aided results. Conversely, holdings in solar-cell producer Sunpower, Alaska Air and regional bank KeyCorp were among our biggest detractors. Some stocks were sold by period end.

Annual Report

Note to shareholders: On November 2, 2009, the fund will transition to a multiple portfolio manager structure. Its investment objective will remain unchanged.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Class A	1.13%
Actual		$ 1,000.00	$ 1,164.50	$ 6.16
Hypothetical^A		$ 1,000.00	$ 1,019.51	$ 5.75
Class T	1.40%
Actual		$ 1,000.00	$ 1,161.40	$ 7.63
Hypothetical^A		$ 1,000.00	$ 1,018.15	$ 7.12
Class B	1.88%
Actual		$ 1,000.00	$ 1,159.50	$ 10.23
Hypothetical^A		$ 1,000.00	$ 1,015.73	$ 9.55
Class C	1.85%
Actual		$ 1,000.00	$ 1,159.90	$ 10.07
Hypothetical^A		$ 1,000.00	$ 1,015.88	$ 9.40
Small Cap Independence	.87%
Actual		$ 1,000.00	$ 1,165.40	$ 4.75
Hypothetical^A		$ 1,000.00	$ 1,020.82	$ 4.43
Institutional Class	.70%
Actual		$ 1,000.00	$ 1,166.20	$ 3.82
Hypothetical^A		$ 1,000.00	$ 1,021.68	$ 3.57

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Conceptus, Inc.	2.0	1.7
Wyndham Worldwide Corp.	2.0	1.5
Janus Capital Group, Inc.	1.6	1.2
Massey Energy Co.	1.5	0.0
Emeritus Corp.	1.4	0.4
Lamar Advertising Co. Class A	1.4	0.8
EXCO Resources, Inc.	1.3	0.9
Bruker BioSciences Corp.	1.2	0.9
Green Mountain Coffee Roasters, Inc.	1.1	0.7
Waddell & Reed Financial, Inc. Class A	1.1	1.1
	14.6
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.8	26.7
Information Technology	17.4	13.2
Financials	13.3	15.4
Industrials	12.9	18.3
Health Care	11.7	11.2

Asset Allocation (% of fund's net assets)
As of October 31, 2009 *			As of April 30, 2009 **
	Stocks and Investment Companies 98.1%			Stocks and Investment Companies 99.6%
	Short-Term Investments and Net Other Assets 1.9%			Short-Term Investments and Net Other Assets 0.4%
* Foreign investments		16.5%	** Foreign investments		12.8%

fid910045

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 98.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 23.8%
Auto Components - 4.1%
Autoliv, Inc.	424,200		$ 14,245
BorgWarner, Inc.	295,600		8,963
Federal-Mogul Corp. Class A (a)	547,875		6,109
Tenneco, Inc. (a)	671,800		9,150
The Goodyear Tire & Rubber Co. (a)	476,830		6,142
TRW Automotive Holdings Corp. (a)	774,500		12,121
			56,730
Hotels, Restaurants & Leisure - 6.5%
Bally Technologies, Inc. (a)	223,400		8,800
Carluccio's PLC (d)	3,793,500		5,605
InterContinental Hotel Group PLC ADR	232,000		2,949
Kura Corp. Ltd.	133		463
Morgans Hotel Group Co. (a)	1,255,400		4,168
Morton's Restaurant Group, Inc. (a)	613,849		2,296
Peet's Coffee & Tea, Inc. (a)	219,900		7,477
Red Robin Gourmet Burgers, Inc. (a)	135,000		2,256
Ruth's Hospitality Group, Inc. (a)(d)	1,801,231		5,602
Starwood Hotels & Resorts Worldwide, Inc.	297,500		8,645
The Restaurant Group PLC	2,626,700		8,064
Vail Resorts, Inc. (a)(c)	202,700		6,981
Wyndham Worldwide Corp.	1,581,215		26,960
			90,266
Household Durables - 1.8%
Meritage Homes Corp. (a)	198,700		3,624
Mohawk Industries, Inc. (a)	222,900		9,547
Pulte Homes, Inc.	817,400		7,365
Ryland Group, Inc.	226,600		4,203
			24,739
Internet & Catalog Retail - 0.3%
1-800-FLOWERS.com, Inc. Class A (a)	925,795		3,555
Media - 3.6%
Global Sources Ltd.	1,199,100		7,422
Harte-Hanks, Inc.	616,700		7,240
Ipsos SA	354,400		10,874
Lamar Advertising Co. Class A (a)(c)	788,000		19,148
Valassis Communications, Inc. (a)	304,400		5,549
			50,233
Specialty Retail - 7.1%
AnnTaylor Stores Corp. (a)	1,086,700		14,094
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Casual Male Retail Group, Inc. (a)	1,500,000		$ 3,765
Citi Trends, Inc. (a)	135,800		3,576
Fourlis Holdings SA	641,930		10,769
Gymboree Corp. (a)	158,300		6,739
Pacific Sunwear of California, Inc. (a)	1,978,672		11,951
RadioShack Corp.	531,800		8,982
SAZABY, Inc.	78,200		1,060
Shoe Carnival, Inc. (a)	509,200		7,643
Signet Jewelers Ltd.	271,700		6,850
The Men's Wearhouse, Inc.	227,700		5,276
Williams-Sonoma, Inc.	546,000		10,254
Zale Corp. (a)(c)(d)	1,609,604		7,613
			98,572
Textiles, Apparel & Luxury Goods - 0.4%
Ted Baker PLC	727,900		4,900
TOTAL CONSUMER DISCRETIONARY			328,995
CONSUMER STAPLES - 2.8%
Food & Staples Retailing - 0.5%
Diedrich Coffee, Inc. (a)(c)(d)	332,705		7,253
Food Products - 1.5%
Corn Products International, Inc.	189,600		5,343
Green Mountain Coffee Roasters, Inc. (a)(c)	224,401		14,934
			20,277
Personal Products - 0.8%
Chattem, Inc. (a)(c)	177,900		11,274
TOTAL CONSUMER STAPLES			38,804
ENERGY - 8.1%
Energy Equipment & Services - 2.0%
Atwood Oceanics, Inc. (a)	128,952		4,577
North American Energy Partners, Inc. (a)	1,010,000		5,727
Petroleum Geo-Services ASA (a)	564,850		5,356
TETRA Technologies, Inc. (a)	1,229,200		11,628
			27,288
Oil, Gas & Consumable Fuels - 6.1%
Alpha Natural Resources, Inc. (a)	322,555		10,957
Arch Coal, Inc.	355,700		7,704
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cabot Oil & Gas Corp.	246,700		$ 9,491
Encore Acquisition Co. (a)	244,050		9,047
EXCO Resources, Inc.	1,130,600		17,660
GMX Resources, Inc. (a)(c)	406,300		5,172
James River Coal Co. (a)	250,700		4,761
Massey Energy Co.	698,300		20,314
			85,106
TOTAL ENERGY			112,394
FINANCIALS - 13.3%
Capital Markets - 4.3%
Affiliated Managers Group, Inc. (a)(c)	167,400		10,628
Fifth Street Finance Corp.	168,004		1,651
Janus Capital Group, Inc.	1,662,200		21,808
optionsXpress Holdings, Inc.	654,500		10,230
Waddell & Reed Financial, Inc. Class A	527,700		14,807
			59,124
Commercial Banks - 2.6%
Associated Banc-Corp.	649,625		8,322
Boston Private Financial Holdings, Inc.	1,439,000		8,562
FirstMerit Corp.	228,900		4,338
Huntington Bancshares, Inc.	808,000		3,078
KeyCorp	911,500		4,913
PacWest Bancorp	383,900		6,519
			35,732
Diversified Financial Services - 0.4%
Gimv NV	107,700		6,084
Insurance - 3.1%
Argo Group International Holdings, Ltd. (a)	211,200		7,172
CNA Financial Corp. (a)	327,600		7,132
Endurance Specialty Holdings Ltd.	188,400		6,781
Montpelier Re Holdings Ltd.	276,124		4,462
Platinum Underwriters Holdings Ltd.	207,100		7,408
XL Capital Ltd. Class A	617,600		10,135
			43,090
Real Estate Investment Trusts - 1.9%
Corporate Office Properties Trust (SBI)	201,800		6,698
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Segro PLC	2,285,914		$ 13,248
SL Green Realty Corp.	174,100		6,748
			26,694
Real Estate Management & Development - 1.0%
Jones Lang LaSalle, Inc.	258,400		12,106
Orchid Developments Group Ltd. (a)	1,235,400		903
			13,009
TOTAL FINANCIALS			183,733
HEALTH CARE - 11.7%
Biotechnology - 1.2%
Alexion Pharmaceuticals, Inc. (a)	91,300		4,055
Alnylam Pharmaceuticals, Inc. (a)	32,300		550
Clinical Data, Inc. (a)	254,500		4,016
OREXIGEN Therapeutics, Inc. (a)	933,900		6,033
Targacept, Inc. (a)	95,350		1,788
			16,442
Health Care Equipment & Supplies - 2.9%
Conceptus, Inc. (a)(d)	1,610,453		28,241
Edwards Lifesciences Corp. (a)	65,000		5,001
Syneron Medical Ltd. (a)	686,526		7,552
			40,794
Health Care Providers & Services - 3.0%
Emeritus Corp. (a)(c)	1,037,641		19,362
Genoptix, Inc. (a)(c)	263,900		9,181
Hanger Orthopedic Group, Inc. (a)	621,800		8,606
Health Net, Inc. (a)	254,189		3,790
			40,939
Life Sciences Tools & Services - 3.0%
Bruker BioSciences Corp. (a)	1,548,000		16,780
Illumina, Inc. (a)	163,600		5,252
Life Technologies Corp. (a)	252,600		11,915
QIAGEN NV (a)	369,900		7,705
			41,652
Pharmaceuticals - 1.6%
Cadence Pharmaceuticals, Inc. (a)(c)	1,070,300		9,665
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Optimer Pharmaceuticals, Inc. (a)	307,100		$ 3,550
ViroPharma, Inc. (a)	1,155,300		8,711
			21,926
TOTAL HEALTH CARE			161,753
INDUSTRIALS - 12.9%
Aerospace & Defense - 0.3%
Argon ST, Inc. (a)	214,100		3,982
Airlines - 1.4%
AirTran Holdings, Inc. (a)	1,407,200		5,952
Hawaiian Holdings, Inc. (a)	995,200		7,056
JetBlue Airways Corp. (a)	1,303,000		6,463
			19,471
Building Products - 0.4%
Masco Corp.	460,000		5,405
Commercial Services & Supplies - 0.8%
Clean Harbors, Inc. (a)	133,600		7,542
Waste Connections, Inc. (a)	133,400		4,193
			11,735
Construction & Engineering - 0.9%
MYR Group, Inc. (a)	439,100		7,544
Orion Marine Group, Inc. (a)	221,300		4,214
			11,758
Electrical Equipment - 2.1%
JA Solar Holdings Co. Ltd. ADR (a)(c)	2,143,600		8,210
Regal-Beloit Corp.	131,700		6,174
SunPower Corp.:
Class A (a)(c)	250,000		6,203
Class B (a)	401,700		8,701
			29,288
Industrial Conglomerates - 0.5%
Carlisle Companies, Inc.	212,600		6,599
Machinery - 1.2%
Commercial Vehicle Group, Inc. (a)	915,000		4,328
JTEKT Corp.	530,900		5,609
Nippon Thompson Co. Ltd.	1,261,000		6,614
			16,551
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - 0.9%
ICF International, Inc. (a)	182,900		$ 5,240
Monster Worldwide, Inc. (a)	517,960		7,521
			12,761
Road & Rail - 2.7%
Avis Budget Group, Inc. (a)(c)	1,654,100		13,894
Celadon Group, Inc. (a)	486,700		4,750
Con-way, Inc.	97,900		3,230
Hertz Global Holdings, Inc. (a)(c)	752,300		7,004
Old Dominion Freight Lines, Inc. (a)	112,900		2,934
Saia, Inc. (a)	373,400		5,474
			37,286
Trading Companies & Distributors - 1.7%
Interline Brands, Inc. (a)	207,000		3,022
Rush Enterprises, Inc. Class A (a)	1,350,650		14,749
WESCO International, Inc. (a)	249,100		6,367
			24,138
TOTAL INDUSTRIALS			178,974
INFORMATION TECHNOLOGY - 17.4%
Communications Equipment - 0.7%
Adtran, Inc.	387,500		8,928
Computers & Peripherals - 1.2%
SanDisk Corp. (a)	607,000		12,431
STEC, Inc. (a)(c)	187,800		4,004
			16,435
Electronic Equipment & Components - 2.2%
Electro Scientific Industries, Inc. (a)	789,300		8,635
Ingram Micro, Inc. Class A (a)	577,600		10,195
IPG Photonics Corp. (a)	491,200		6,710
SYNNEX Corp. (a)	205,000		5,275
			30,815
Internet Software & Services - 4.7%
Art Technology Group, Inc. (a)	3,056,400		12,592
Dice Holdings, Inc. (a)	1,815,800		10,913
j2 Global Communications, Inc. (a)	298,700		6,108
Open Text Corp. (a)	323,700		12,077
Sina Corp. (a)	226,300		8,461
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Sohu.com, Inc. (a)(c)	149,170		$ 8,294
WebMD Health Corp. Class A (a)(c)	197,900		6,740
			65,185
IT Services - 0.9%
ExlService Holdings, Inc. (a)	194,502		2,647
WNS Holdings Ltd. sponsored ADR (a)	761,000		10,410
			13,057
Semiconductors & Semiconductor Equipment - 6.0%
Aixtron AG	290,300		8,702
Atmel Corp. (a)	805,200		2,995
Cymer, Inc. (a)	165,900		5,680
FormFactor, Inc. (a)	348,600		5,923
KLA-Tencor Corp.	306,600		9,968
MKS Instruments, Inc. (a)	494,200		7,729
Omnivision Technologies, Inc. (a)	393,000		4,818
Rubicon Technology, Inc. (a)	197,200		2,982
Standard Microsystems Corp. (a)	466,390		8,983
Supertex, Inc. (a)	269,100		6,526
Varian Semiconductor Equipment Associates, Inc. (a)	327,500		9,298
Verigy Ltd. (a)	914,900		9,003
			82,607
Software - 1.7%
ANSYS, Inc. (a)	144,470		5,863
Mentor Graphics Corp. (a)	956,100		6,980
Novell, Inc. (a)	1,554,800		6,359
Playtech Ltd. (c)	663,799		3,921
			23,123
TOTAL INFORMATION TECHNOLOGY			240,150
MATERIALS - 7.0%
Chemicals - 1.8%
Cabot Corp.	445,400		9,768
Solutia, Inc. (a)	1,313,700		14,451
Thai Carbon Black PCL (For. Reg.)	2,336,800		1,244
			25,463
Containers & Packaging - 0.4%
Temple-Inland, Inc.	391,600		6,050
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 2.9%
AK Steel Holding Corp.	194,400		$ 3,085
Aquarius Platinum Ltd. (United Kingdom)	1,234,200		5,283
Cliffs Natural Resources, Inc.	225,400		8,017
Eldorado Gold Corp. (a)	373,800		4,163
Gulf Resources, Inc. (a)	303,011		2,788
Lihir Gold Ltd. sponsored ADR (c)	192,100		5,237
Steel Dynamics, Inc.	324,400		4,344
United States Steel Corp.	97,900		3,377
Yamana Gold, Inc.	302,200		3,204
			39,498
Paper & Forest Products - 1.9%
Louisiana-Pacific Corp. (a)	1,979,000		10,390
Norbord, Inc.	360,510		4,957
Schweitzer-Mauduit International, Inc.	211,800		10,939
			26,286
TOTAL MATERIALS			97,297
UTILITIES - 1.1%
Independent Power Producers & Energy Traders - 1.1%
Dynegy, Inc. Class A (a)	5,057,100		10,114
RRI Energy, Inc. (a)	873,100		4,601
			14,715
TOTAL COMMON STOCKS (Cost $1,257,206)		1,356,815
Money Market Funds - 8.9%

Fidelity Cash Central Fund, 0.20% (e)	30,306,176		30,306
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)	93,444,198		93,444
TOTAL MONEY MARKET FUNDS (Cost $123,750)		123,750
TOTAL INVESTMENT PORTFOLIO - 107.0% (Cost $1,380,956)			1,480,565
NET OTHER ASSETS - (7.0)%			(97,151)
NET ASSETS - 100%		$ 1,383,414

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(d) 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	$ 246
Fidelity Securities Lending Cash Central Fund	1,896
Total	$ 2,142

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Capital Senior Living Corp.	$ 7,686	$ -	$ 5,437	$ -	$ -
Carluccio's PLC	3,480	5,270	2,296	88	5,605
Conceptus, Inc.	-	8,294	-	-	28,241
Corin Group PLC	5,002	-	1,707	-	-
Diedrich Coffee, Inc.	-	7,453	-	-	7,253
McCormick & Schmick's Seafood Restaurants	3,810	-	2,562	-	-
Pacific Premier Bancorp, Inc.	1,326	-	1,136	-	-
Ruth's Hospitality Group, Inc.	-	5,304	-	-	5,602
Zale Corp.	-	7,528	-	-	7,613
Total	$ 21,304	$ 33,849	$ 13,138	$ 88	$ 54,314

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 328,995	$ 327,472	$ 1,523	$ -
Consumer Staples	38,804	38,804	-	-
Energy	112,394	112,394	-	-
Financials	183,733	183,733	-	-
Health Care	161,753	161,753	-	-
Industrials	178,974	166,751	12,223	-
Information Technology	240,150	240,150	-	-
Materials	97,297	96,053	1,244	-
Utilities	14,715	14,715	-	-
Money Market Funds	123,750	123,750	-	-
Total Investments in Securities:	$ 1,480,565	$ 1,465,575	$ 14,990	$ -

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	83.5%
Bermuda	3.3%
United Kingdom	2.5%
Canada	2.2%
Japan	1.0%
Others (individually less than 1%)	7.5%
	100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $790,724,740 of which $461,620,332 and $329,104,408 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $85,141) - See accompanying schedule: Unaffiliated issuers (cost $1,206,726)	$ 1,302,501
Fidelity Central Funds (cost $123,750)	123,750
Other affiliated issuers (cost $50,480)	54,314
Total Investments (cost $1,380,956)		$ 1,480,565
Receivable for investments sold		10,499
Receivable for fund shares sold		1,601
Dividends receivable		309
Distributions receivable from Fidelity Central Funds		77
Prepaid expenses		9
Other receivables		66
Total assets		1,493,126

Liabilities
Payable for investments purchased	$ 13,737
Payable for fund shares redeemed	1,397
Accrued management fee	636
Distribution fees payable	1
Other affiliated payables	431
Other payables and accrued expenses	66
Collateral on securities loaned, at value	93,444
Total liabilities		109,712

Net Assets		$ 1,383,414
Net Assets consist of:
Paid in capital		$ 2,084,534
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(800,743)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		99,623
Net Assets		$ 1,383,414

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	October 31, 2009

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($2,693.6 ÷ 214.966 shares)		$ 12.53

Maximum offering price per share (100/94.25 of $12.53)		$ 13.29
Class T: Net Asset Value and redemption price per share ($550.0 ÷ 44.164 shares)		$ 12.45

Maximum offering price per share (100/96.50 of $12.45)		$ 12.90
Class B: Net Asset Value and offering price per share ($219.4 ÷ 17.750 shares)^A		$ 12.36

Class C: Net Asset Value and offering price per share ($427.8 ÷ 34.707 shares)^A		$ 12.33

Small Cap Independence: Net Asset Value, offering price and redemption price per share ($1,379,111.0 ÷ 109,350.939 shares)		$ 12.61

Institutional Class: Net Asset Value, offering price and redemption price per share ($412.5 ÷ 32.654 shares)		$ 12.63

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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, 2009

Investment Income
Dividends (including $88 earned from other affiliated issuers)		$ 10,019
Income from Fidelity Central Funds (including $1,896 from security lending)		2,142
Total income		12,161

Expenses
Management fee Basic fee	$ 7,619
Performance adjustment	(2,776)
Transfer agent fees	3,922
Distribution fees	12
Accounting and security lending fees	459
Custodian fees and expenses	121
Independent trustees' compensation	9
Registration fees	83
Audit	60
Legal	7
Interest	1
Miscellaneous	27
Total expenses before reductions	9,544
Expense reductions	(159)	9,385
Net investment income (loss)		2,776
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(250,521)
Other affiliated issuers	(64,775)
Foreign currency transactions	(578)
Total net realized gain (loss)		(315,874)
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $26)	464,842
Assets and liabilities in foreign currencies	522
Total change in net unrealized appreciation (depreciation)		465,364
Net gain (loss)		149,490
Net increase (decrease) in net assets resulting from operations		$ 152,266

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,776	$ 953
Net realized gain (loss)	(315,874)	(484,448)
Change in net unrealized appreciation (depreciation)	465,364	(738,909)
Net increase (decrease) in net assets resulting from operations	152,266	(1,222,404)
Distributions to shareholders from net investment income	(2,638)	-
Distributions to shareholders from net realized gain	-	(284,425)
Total distributions	(2,638)	(284,425)
Share transactions - net increase (decrease)	(62,137)	198,096
Redemption fees	136	286
Total increase (decrease) in net assets	87,627	(1,308,447)

Net Assets
Beginning of period	1,295,787	2,604,234
End of period (including accumulated net investment loss of $0 and $1, respectively.)	$ 1,383,414	$ 1,295,787

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

Annual Report

Financial Highlights - Class A

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.24	$ 24.79	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	-^K	(.04)	(.07)^H
Net realized and unrealized gain (loss)	1.31	(10.77)	1.66
Total from investment operations	1.31	(10.81)	1.59
Distributions from net investment income	(.02)	-	-
Distributions from net realized gain	-	(2.74)	-
Total distributions	(.02)	(2.74)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.53	$ 11.24	$ 24.79
Total Return^{B, C, D}	11.69%	(48.52)%	6.85%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.03%	1.24%	1.27%^A
Expenses net of fee waivers, if any	1.03%	1.24%	1.27%^A
Expenses net of all reductions	1.01%	1.23%	1.26%^A
Net investment income (loss)	(.03)%	(.24)%	(.57)%^{A, H}
Supplemental Data
Net assets, end of period (in millions)	$ 3	$ 2	$ 1
Portfolio turnover rate^G	135%	101%	84%

^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 Total returns do not include the effect of the sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.19	$ 24.74	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.03)	(.08)	(.10)^H
Net realized and unrealized gain (loss)	1.30	(10.76)	1.64
Total from investment operations	1.27	(10.84)	1.54
Distributions from net investment income	(.01)	-	-
Distributions from net realized gain	-	(2.71)	-
Total distributions	(.01)	(2.71)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.45	$ 11.19	$ 24.74
Total Return^{B, C, D}	11.42%	(48.70)%	6.64%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.30%	1.50%	1.53%^A
Expenses net of fee waivers, if any	1.30%	1.50%	1.53%^A
Expenses net of all reductions	1.29%	1.49%	1.52%^A
Net investment income (loss)	(.31)%	(.50)%	(.83)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 550	$ 409	$ 420
Portfolio turnover rate^G	135%	101%	84%

^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 Total returns do not include the effect of the sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.15	$ 24.69	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.08)	(.17)	(.15)^H
Net realized and unrealized gain (loss)	1.30	(10.73)	1.64
Total from investment operations	1.22	(10.90)	1.49
Distributions from net investment income	(.01)	-	-
Distributions from net realized gain	-	(2.64)	-
Total distributions	(.01)	(2.64)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.36	$ 11.15	$ 24.69
Total Return^{B, C, D}	10.92%	(48.94)%	6.42%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.77%	1.99%	2.07%^A
Expenses net of fee waivers, if any	1.77%	1.99%	2.05%^A
Expenses net of all reductions	1.75%	1.99%	2.04%^A
Net investment income (loss)	(.78)%	(1.00)%	(1.32)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 219	$ 199	$ 419
Portfolio turnover rate^G	135%	101%	84%

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.12	$ 24.71	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.09)	(.17)	(.15)^H
Net realized and unrealized gain (loss)	1.31	(10.72)	1.66
Total from investment operations	1.22	(10.89)	1.51
Distributions from net investment income	(.01)	-	-
Distributions from net realized gain	-	(2.70)	-
Total distributions	(.01)	(2.70)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.33	$ 11.12	$ 24.71
Total Return^{B, C, D}	10.96%	(48.95)%	6.51%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.76%	2.00%	1.98%^A
Expenses net of fee waivers, if any	1.76%	2.00%	1.98%^A
Expenses net of all reductions	1.75%	1.99%	1.97%^A
Net investment income (loss)	(.77)%	(1.01)%	(1.27)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 428	$ 183	$ 294
Portfolio turnover rate^G	135%	101%	84%

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Small Cap Independence

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 11.28	$ 24.81	$ 22.23	$ 20.82	$ 18.30
Income from Investment Operations
Net investment income (loss)^B	.02	.01	(.04)^E	.07^F	.10^G
Net realized and unrealized gain (loss)	1.33	(10.82)	5.01	2.75	3.31
Total from investment operations	1.35	(10.81)	4.97	2.82	3.41
Distributions from net investment income	(.02)	-	(.05)	(.07)	-
Distributions from net realized gain	-	(2.72)	(2.34)	(1.34)	(.89)
Total distributions	(.02)	(2.72)	(2.39)	(1.41)	(.89)
Redemption fees added to paid in capital^{B, I}	-	-	-	-	-
Net asset value, end of period	$ 12.61	$ 11.28	$ 24.81	$ 22.23	$ 20.82
Total Return^A	12.05%	(48.42)%	24.42%	14.08%	19.05%
Ratios to Average Net Assets^{C, H}
Expenses before reductions	.77%	.95%	1.01%	.86%	.78%
Expenses net of fee waivers, if any	.77%	.95%	1.00%	.86%	.78%
Expenses net of all reductions	.75%	.94%	.99%	.81%	.75%
Net investment income (loss)	.22%	.05%	(.20)%^E	.32%^F	.49%^G
Supplemental Data
Net assets, end of period (in millions)	$ 1,379	$ 1,292	$ 2,602	$ 2,623	$ 1,609
Portfolio turnover rate^D	135%	101%	84%	126%	61%

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

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

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

^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. 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.

^I Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,	2009	2008	2007^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.29	$ 24.82	$ 23.20
Income from Investment Operations
Net investment income (loss)^D	.04	.02	(.03)^G
Net realized and unrealized gain (loss)	1.32	(10.82)	1.65
Total from investment operations	1.36	(10.80)	1.62
Distributions from net investment income	(.02)	-	-
Distributions from net realized gain	-	(2.73)	-
Total distributions	(.02)	(2.73)	-
Redemption fees added to paid in capital^{D, J}	-	-	-
Net asset value, end of period	$ 12.63	$ 11.29	$ 24.82
Total Return^{B, C}	12.14%	(48.36)%	6.98%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.63%	.84%	.94%^A
Expenses net of fee waivers, if any	.63%	.84%	.94%^A
Expenses net of all reductions	.62%	.84%	.93%^A
Net investment income (loss)	.36%	.15%	(.24)%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 413	$ 376	$ 162
Portfolio turnover rate^F	135%	101%	84%

^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.

^H For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^J Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 229,300,293
Gross unrealized depreciation	(139,709,347)
Net unrealized appreciation (depreciation)	$ 89,590,946

Tax Cost	$ 1,390,974,194

The tax-based components of distributable earnings as of period end were as follows:

Capital loss carryforward	$ (790,724,740)
Net unrealized appreciation (depreciation)	$ 89,604,961

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 2,638,469	$ 104,435,278
Long-term Capital Gains	-	179,989,489
Total	$ 2,638,469	$ 284,424,767

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,659,586,099 and $1,724,146,203, respectively.

5. 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 .35% 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, Small Cap Independence as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .39% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 5,807	$ 780
Class T	.25%	.25%	2,206	-
Class B	.75%	.25%	1,858	1,395
Class C	.75%	.25%	2,476	1,237
			$ 12,347	$ 3,412

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 2,000
Class T	107
Class B*	850
Class C*	49
	$ 3,006

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 7,541	.32
Class T	1,540	.35
Class B	594	.32
Class C	793	.32
Small Cap Independence	3,910,960	.32
Institutional Class	711	.18
	$ 3,922,139

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,413,571	.48%	$ 786

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $6,393 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

8. 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 $152,052 for the period. In addition, through arrangements with the Fund's custodian, 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 expenses by $7,090.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Class A	$ 4,025	$ -
Class T	517	-
Class B	104	-
Class C	117	-
Small Cap Independence	2,632,884	-
Institutional Class	822	-
Total	$ 2,638,469	$ -
From net realized gain
Class A	$ -	$ 217,079
Class T	-	52,010
Class B	-	45,676
Class C	-	50,515
Small Cap Independence	-	284,040,327
Institutional Class	-	19,160
Total	$ -	$ 284,424,767

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009	2008	2009	2008
Class A
Shares sold	71,378	205,468	$ 788,883	$ 3,725,058
Reinvestment of distributions	387	10,625	3,793	214,517
Shares redeemed	(67,529)	(44,958)	(721,666)	(737,158)
Net increase (decrease)	4,236	171,135	$ 71,010	$ 3,202,417
Class T
Shares sold	15,043	34,295	$ 167,984	$ 579,208
Reinvestment of distributions	52	2,571	513	51,838
Shares redeemed	(7,474)	(17,302)	(81,545)	(267,078)
Net increase (decrease)	7,621	19,564	$ 86,952	$ 363,968
Class B
Shares sold	12,626	9,865	$ 143,810	$ 161,442
Reinvestment of distributions	10	2,222	101	44,826
Shares redeemed	(12,734)	(11,195)	(136,707)	(163,410)
Net increase (decrease)	(98)	892	$ 7,204	$ 42,858

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended October 31,	2009	2008	2009	2008
Class C
Shares sold	26,160	29,487	$ 298,029	$ 552,689
Reinvestment of distributions	11	2,368	107	47,635
Shares redeemed	(7,946)	(27,273)	(87,470)	(434,448)
Net increase (decrease)	18,225	4,582	$ 210,666	$ 165,876
Small Cap Independence
Shares sold	20,943,346	25,453,153	$ 222,060,311	$ 420,759,999
Reinvestment of distributions	263,408	13,819,450	2,594,575	279,429,276
Shares redeemed	(26,369,097)	(29,641,990)	(287,151,117)	(506,376,535)
Net increase (decrease)	(5,162,343)	9,630,613	$ (62,496,231)	$ 193,812,740
Institutional Class
Shares sold	6,785	35,465	$ 75,484	$ 642,989
Reinvestment of distributions	9	948	87	19,160
Shares redeemed	(7,415)	(9,660)	(91,575)	(154,150)
Net increase (decrease)	(621)	26,753	$ (16,004)	$ 507,999

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Small Cap Independence Fund:

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2009

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 1-877-208-0098.

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 (79)
	Year of Election or Appointment: 1984 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007- present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008- present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009- present) and 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).
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009- present). Previously, Mr. Hogan served as a portfolio manager.
Thomas C. Hense (45)
	Year of Election or Appointment: 2008 Vice President of Fidelity's High Income and Small Cap Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008- present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

Class A designates 59%, Class T designates 81%, Class B designates 100%, and Class C designates 100% of the dividends distributed in December 2008 during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 88%, Class T designates 100%, Class B designates 100%, and Class C designates 100% of the dividends distributed in December 2008 during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Independence Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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 for each class, as well as the fund's relative investment performance for each class 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, 2008, as available, the cumulative total returns of Fidelity Small Cap Independence (retail class) and Class C of the fund, 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 returns of Fidelity Small Cap Independence (retail class) and Class C show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. 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 numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Independence Fund

fid910047

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Small Cap Independence (retail class) through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

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 4% means that 96% 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Independence Fund

fid910049

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 each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 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 each class of the fund compared to competitive fund median expenses. Each class of 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.

The Board noted that the total expenses of each class ranked below its competitive median for 2008.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

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

Brown Brothers Harriman & Co.

Boston, MA

ASCS-UANN-1209
1.843150.102

fid909849

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor

Small Cap Independence

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Institutional Class is a
class of Fidelity® Small Cap
Independence Fund

Chairman's Message	<Click Here>	The Chairman'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>
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/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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

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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Institutional Class^A	12.14%	-0.42%	3.09%

^A The initial offering of Institutional Class shares took place on May 2, 2007. Returns prior to May 2, 2007 are those of Small Cap Independence, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Small Cap Independence Fund - Institutional Class on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period. The initial offering of Institutional Class took place on May 2, 2007. See above for additional information regarding the performance of Institutional Class.

fid910064

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite being caught in a downdraft early on, brought about primarily by the subprime mortgage crisis, near-frozen credit markets, sagging employment rates and dismal corporate earnings reports, U.S. equities bounced back sharply during the second half of the year ending October 31, 2009. The first months of the period saw numerous business failures as well as unprecedented government stimulus and continued historically low interest rates. In March, U.S. equities reached a bottom and, encouraged by the government's actions and improving economic indicators, investors rotated toward riskier assets, reversing the flight to quality seen earlier in the period. During the year, major domestic equity indexes reached devastating lows only to rally strongly and deliver positive returns by October 31. The Standard & Poor's 500^SM Index - a gauge of the broad U.S. equity market - gained a solid 9.80%, while the blue-chip Dow Jones Industrial Average^SM increased 7.71% and the technology-laden Nasdaq Composite® Index rose 20.07%. Small-cap stocks turned in slightly more modest results, with the Russell 2000® Index advancing 6.46%. International equities also were direct beneficiaries as investors' appetite for risk returned. The MSCI® EAFE® Index (Europe, Australasia, Far East) - a measure of foreign developed markets - surged 27.88%, bolstered in part by a weaker dollar.

Note to shareholders: On November 2, 2009, the fund will transition to a multiple portfolio manager structure. Its investment objective will remain unchanged.

Annual Report

Note to shareholders: On November 2, 2009, the fund will transition to a multiple portfolio manager structure. Its investment objective will remain unchanged.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Class A	1.13%
Actual		$ 1,000.00	$ 1,164.50	$ 6.16
Hypothetical^A		$ 1,000.00	$ 1,019.51	$ 5.75
Class T	1.40%
Actual		$ 1,000.00	$ 1,161.40	$ 7.63
Hypothetical^A		$ 1,000.00	$ 1,018.15	$ 7.12
Class B	1.88%
Actual		$ 1,000.00	$ 1,159.50	$ 10.23
Hypothetical^A		$ 1,000.00	$ 1,015.73	$ 9.55
Class C	1.85%
Actual		$ 1,000.00	$ 1,159.90	$ 10.07
Hypothetical^A		$ 1,000.00	$ 1,015.88	$ 9.40
Small Cap Independence	.87%
Actual		$ 1,000.00	$ 1,165.40	$ 4.75
Hypothetical^A		$ 1,000.00	$ 1,020.82	$ 4.43
Institutional Class	.70%
Actual		$ 1,000.00	$ 1,166.20	$ 3.82
Hypothetical^A		$ 1,000.00	$ 1,021.68	$ 3.57

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Conceptus, Inc.	2.0	1.7
Wyndham Worldwide Corp.	2.0	1.5
Janus Capital Group, Inc.	1.6	1.2
Massey Energy Co.	1.5	0.0
Emeritus Corp.	1.4	0.4
Lamar Advertising Co. Class A	1.4	0.8
EXCO Resources, Inc.	1.3	0.9
Bruker BioSciences Corp.	1.2	0.9
Green Mountain Coffee Roasters, Inc.	1.1	0.7
Waddell & Reed Financial, Inc. Class A	1.1	1.1
	14.6
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.8	26.7
Information Technology	17.4	13.2
Financials	13.3	15.4
Industrials	12.9	18.3
Health Care	11.7	11.2

Asset Allocation (% of fund's net assets)
As of October 31, 2009 *			As of April 30, 2009 **
	Stocks and Investment Companies 98.1%			Stocks and Investment Companies 99.6%
	Short-Term Investments and Net Other Assets 1.9%			Short-Term Investments and Net Other Assets 0.4%
* Foreign investments		16.5%	** Foreign investments		12.8%

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Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 98.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 23.8%
Auto Components - 4.1%
Autoliv, Inc.	424,200		$ 14,245
BorgWarner, Inc.	295,600		8,963
Federal-Mogul Corp. Class A (a)	547,875		6,109
Tenneco, Inc. (a)	671,800		9,150
The Goodyear Tire & Rubber Co. (a)	476,830		6,142
TRW Automotive Holdings Corp. (a)	774,500		12,121
			56,730
Hotels, Restaurants & Leisure - 6.5%
Bally Technologies, Inc. (a)	223,400		8,800
Carluccio's PLC (d)	3,793,500		5,605
InterContinental Hotel Group PLC ADR	232,000		2,949
Kura Corp. Ltd.	133		463
Morgans Hotel Group Co. (a)	1,255,400		4,168
Morton's Restaurant Group, Inc. (a)	613,849		2,296
Peet's Coffee & Tea, Inc. (a)	219,900		7,477
Red Robin Gourmet Burgers, Inc. (a)	135,000		2,256
Ruth's Hospitality Group, Inc. (a)(d)	1,801,231		5,602
Starwood Hotels & Resorts Worldwide, Inc.	297,500		8,645
The Restaurant Group PLC	2,626,700		8,064
Vail Resorts, Inc. (a)(c)	202,700		6,981
Wyndham Worldwide Corp.	1,581,215		26,960
			90,266
Household Durables - 1.8%
Meritage Homes Corp. (a)	198,700		3,624
Mohawk Industries, Inc. (a)	222,900		9,547
Pulte Homes, Inc.	817,400		7,365
Ryland Group, Inc.	226,600		4,203
			24,739
Internet & Catalog Retail - 0.3%
1-800-FLOWERS.com, Inc. Class A (a)	925,795		3,555
Media - 3.6%
Global Sources Ltd.	1,199,100		7,422
Harte-Hanks, Inc.	616,700		7,240
Ipsos SA	354,400		10,874
Lamar Advertising Co. Class A (a)(c)	788,000		19,148
Valassis Communications, Inc. (a)	304,400		5,549
			50,233
Specialty Retail - 7.1%
AnnTaylor Stores Corp. (a)	1,086,700		14,094
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Casual Male Retail Group, Inc. (a)	1,500,000		$ 3,765
Citi Trends, Inc. (a)	135,800		3,576
Fourlis Holdings SA	641,930		10,769
Gymboree Corp. (a)	158,300		6,739
Pacific Sunwear of California, Inc. (a)	1,978,672		11,951
RadioShack Corp.	531,800		8,982
SAZABY, Inc.	78,200		1,060
Shoe Carnival, Inc. (a)	509,200		7,643
Signet Jewelers Ltd.	271,700		6,850
The Men's Wearhouse, Inc.	227,700		5,276
Williams-Sonoma, Inc.	546,000		10,254
Zale Corp. (a)(c)(d)	1,609,604		7,613
			98,572
Textiles, Apparel & Luxury Goods - 0.4%
Ted Baker PLC	727,900		4,900
TOTAL CONSUMER DISCRETIONARY			328,995
CONSUMER STAPLES - 2.8%
Food & Staples Retailing - 0.5%
Diedrich Coffee, Inc. (a)(c)(d)	332,705		7,253
Food Products - 1.5%
Corn Products International, Inc.	189,600		5,343
Green Mountain Coffee Roasters, Inc. (a)(c)	224,401		14,934
			20,277
Personal Products - 0.8%
Chattem, Inc. (a)(c)	177,900		11,274
TOTAL CONSUMER STAPLES			38,804
ENERGY - 8.1%
Energy Equipment & Services - 2.0%
Atwood Oceanics, Inc. (a)	128,952		4,577
North American Energy Partners, Inc. (a)	1,010,000		5,727
Petroleum Geo-Services ASA (a)	564,850		5,356
TETRA Technologies, Inc. (a)	1,229,200		11,628
			27,288
Oil, Gas & Consumable Fuels - 6.1%
Alpha Natural Resources, Inc. (a)	322,555		10,957
Arch Coal, Inc.	355,700		7,704
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cabot Oil & Gas Corp.	246,700		$ 9,491
Encore Acquisition Co. (a)	244,050		9,047
EXCO Resources, Inc.	1,130,600		17,660
GMX Resources, Inc. (a)(c)	406,300		5,172
James River Coal Co. (a)	250,700		4,761
Massey Energy Co.	698,300		20,314
			85,106
TOTAL ENERGY			112,394
FINANCIALS - 13.3%
Capital Markets - 4.3%
Affiliated Managers Group, Inc. (a)(c)	167,400		10,628
Fifth Street Finance Corp.	168,004		1,651
Janus Capital Group, Inc.	1,662,200		21,808
optionsXpress Holdings, Inc.	654,500		10,230
Waddell & Reed Financial, Inc. Class A	527,700		14,807
			59,124
Commercial Banks - 2.6%
Associated Banc-Corp.	649,625		8,322
Boston Private Financial Holdings, Inc.	1,439,000		8,562
FirstMerit Corp.	228,900		4,338
Huntington Bancshares, Inc.	808,000		3,078
KeyCorp	911,500		4,913
PacWest Bancorp	383,900		6,519
			35,732
Diversified Financial Services - 0.4%
Gimv NV	107,700		6,084
Insurance - 3.1%
Argo Group International Holdings, Ltd. (a)	211,200		7,172
CNA Financial Corp. (a)	327,600		7,132
Endurance Specialty Holdings Ltd.	188,400		6,781
Montpelier Re Holdings Ltd.	276,124		4,462
Platinum Underwriters Holdings Ltd.	207,100		7,408
XL Capital Ltd. Class A	617,600		10,135
			43,090
Real Estate Investment Trusts - 1.9%
Corporate Office Properties Trust (SBI)	201,800		6,698
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Segro PLC	2,285,914		$ 13,248
SL Green Realty Corp.	174,100		6,748
			26,694
Real Estate Management & Development - 1.0%
Jones Lang LaSalle, Inc.	258,400		12,106
Orchid Developments Group Ltd. (a)	1,235,400		903
			13,009
TOTAL FINANCIALS			183,733
HEALTH CARE - 11.7%
Biotechnology - 1.2%
Alexion Pharmaceuticals, Inc. (a)	91,300		4,055
Alnylam Pharmaceuticals, Inc. (a)	32,300		550
Clinical Data, Inc. (a)	254,500		4,016
OREXIGEN Therapeutics, Inc. (a)	933,900		6,033
Targacept, Inc. (a)	95,350		1,788
			16,442
Health Care Equipment & Supplies - 2.9%
Conceptus, Inc. (a)(d)	1,610,453		28,241
Edwards Lifesciences Corp. (a)	65,000		5,001
Syneron Medical Ltd. (a)	686,526		7,552
			40,794
Health Care Providers & Services - 3.0%
Emeritus Corp. (a)(c)	1,037,641		19,362
Genoptix, Inc. (a)(c)	263,900		9,181
Hanger Orthopedic Group, Inc. (a)	621,800		8,606
Health Net, Inc. (a)	254,189		3,790
			40,939
Life Sciences Tools & Services - 3.0%
Bruker BioSciences Corp. (a)	1,548,000		16,780
Illumina, Inc. (a)	163,600		5,252
Life Technologies Corp. (a)	252,600		11,915
QIAGEN NV (a)	369,900		7,705
			41,652
Pharmaceuticals - 1.6%
Cadence Pharmaceuticals, Inc. (a)(c)	1,070,300		9,665
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Optimer Pharmaceuticals, Inc. (a)	307,100		$ 3,550
ViroPharma, Inc. (a)	1,155,300		8,711
			21,926
TOTAL HEALTH CARE			161,753
INDUSTRIALS - 12.9%
Aerospace & Defense - 0.3%
Argon ST, Inc. (a)	214,100		3,982
Airlines - 1.4%
AirTran Holdings, Inc. (a)	1,407,200		5,952
Hawaiian Holdings, Inc. (a)	995,200		7,056
JetBlue Airways Corp. (a)	1,303,000		6,463
			19,471
Building Products - 0.4%
Masco Corp.	460,000		5,405
Commercial Services & Supplies - 0.8%
Clean Harbors, Inc. (a)	133,600		7,542
Waste Connections, Inc. (a)	133,400		4,193
			11,735
Construction & Engineering - 0.9%
MYR Group, Inc. (a)	439,100		7,544
Orion Marine Group, Inc. (a)	221,300		4,214
			11,758
Electrical Equipment - 2.1%
JA Solar Holdings Co. Ltd. ADR (a)(c)	2,143,600		8,210
Regal-Beloit Corp.	131,700		6,174
SunPower Corp.:
Class A (a)(c)	250,000		6,203
Class B (a)	401,700		8,701
			29,288
Industrial Conglomerates - 0.5%
Carlisle Companies, Inc.	212,600		6,599
Machinery - 1.2%
Commercial Vehicle Group, Inc. (a)	915,000		4,328
JTEKT Corp.	530,900		5,609
Nippon Thompson Co. Ltd.	1,261,000		6,614
			16,551
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - 0.9%
ICF International, Inc. (a)	182,900		$ 5,240
Monster Worldwide, Inc. (a)	517,960		7,521
			12,761
Road & Rail - 2.7%
Avis Budget Group, Inc. (a)(c)	1,654,100		13,894
Celadon Group, Inc. (a)	486,700		4,750
Con-way, Inc.	97,900		3,230
Hertz Global Holdings, Inc. (a)(c)	752,300		7,004
Old Dominion Freight Lines, Inc. (a)	112,900		2,934
Saia, Inc. (a)	373,400		5,474
			37,286
Trading Companies & Distributors - 1.7%
Interline Brands, Inc. (a)	207,000		3,022
Rush Enterprises, Inc. Class A (a)	1,350,650		14,749
WESCO International, Inc. (a)	249,100		6,367
			24,138
TOTAL INDUSTRIALS			178,974
INFORMATION TECHNOLOGY - 17.4%
Communications Equipment - 0.7%
Adtran, Inc.	387,500		8,928
Computers & Peripherals - 1.2%
SanDisk Corp. (a)	607,000		12,431
STEC, Inc. (a)(c)	187,800		4,004
			16,435
Electronic Equipment & Components - 2.2%
Electro Scientific Industries, Inc. (a)	789,300		8,635
Ingram Micro, Inc. Class A (a)	577,600		10,195
IPG Photonics Corp. (a)	491,200		6,710
SYNNEX Corp. (a)	205,000		5,275
			30,815
Internet Software & Services - 4.7%
Art Technology Group, Inc. (a)	3,056,400		12,592
Dice Holdings, Inc. (a)	1,815,800		10,913
j2 Global Communications, Inc. (a)	298,700		6,108
Open Text Corp. (a)	323,700		12,077
Sina Corp. (a)	226,300		8,461
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Sohu.com, Inc. (a)(c)	149,170		$ 8,294
WebMD Health Corp. Class A (a)(c)	197,900		6,740
			65,185
IT Services - 0.9%
ExlService Holdings, Inc. (a)	194,502		2,647
WNS Holdings Ltd. sponsored ADR (a)	761,000		10,410
			13,057
Semiconductors & Semiconductor Equipment - 6.0%
Aixtron AG	290,300		8,702
Atmel Corp. (a)	805,200		2,995
Cymer, Inc. (a)	165,900		5,680
FormFactor, Inc. (a)	348,600		5,923
KLA-Tencor Corp.	306,600		9,968
MKS Instruments, Inc. (a)	494,200		7,729
Omnivision Technologies, Inc. (a)	393,000		4,818
Rubicon Technology, Inc. (a)	197,200		2,982
Standard Microsystems Corp. (a)	466,390		8,983
Supertex, Inc. (a)	269,100		6,526
Varian Semiconductor Equipment Associates, Inc. (a)	327,500		9,298
Verigy Ltd. (a)	914,900		9,003
			82,607
Software - 1.7%
ANSYS, Inc. (a)	144,470		5,863
Mentor Graphics Corp. (a)	956,100		6,980
Novell, Inc. (a)	1,554,800		6,359
Playtech Ltd. (c)	663,799		3,921
			23,123
TOTAL INFORMATION TECHNOLOGY			240,150
MATERIALS - 7.0%
Chemicals - 1.8%
Cabot Corp.	445,400		9,768
Solutia, Inc. (a)	1,313,700		14,451
Thai Carbon Black PCL (For. Reg.)	2,336,800		1,244
			25,463
Containers & Packaging - 0.4%
Temple-Inland, Inc.	391,600		6,050
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 2.9%
AK Steel Holding Corp.	194,400		$ 3,085
Aquarius Platinum Ltd. (United Kingdom)	1,234,200		5,283
Cliffs Natural Resources, Inc.	225,400		8,017
Eldorado Gold Corp. (a)	373,800		4,163
Gulf Resources, Inc. (a)	303,011		2,788
Lihir Gold Ltd. sponsored ADR (c)	192,100		5,237
Steel Dynamics, Inc.	324,400		4,344
United States Steel Corp.	97,900		3,377
Yamana Gold, Inc.	302,200		3,204
			39,498
Paper & Forest Products - 1.9%
Louisiana-Pacific Corp. (a)	1,979,000		10,390
Norbord, Inc.	360,510		4,957
Schweitzer-Mauduit International, Inc.	211,800		10,939
			26,286
TOTAL MATERIALS			97,297
UTILITIES - 1.1%
Independent Power Producers & Energy Traders - 1.1%
Dynegy, Inc. Class A (a)	5,057,100		10,114
RRI Energy, Inc. (a)	873,100		4,601
			14,715
TOTAL COMMON STOCKS (Cost $1,257,206)		1,356,815
Money Market Funds - 8.9%

Fidelity Cash Central Fund, 0.20% (e)	30,306,176		30,306
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(e)	93,444,198		93,444
TOTAL MONEY MARKET FUNDS (Cost $123,750)		123,750
TOTAL INVESTMENT PORTFOLIO - 107.0% (Cost $1,380,956)			1,480,565
NET OTHER ASSETS - (7.0)%			(97,151)
NET ASSETS - 100%		$ 1,383,414

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(d) 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	$ 246
Fidelity Securities Lending Cash Central Fund	1,896
Total	$ 2,142

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Capital Senior Living Corp.	$ 7,686	$ -	$ 5,437	$ -	$ -
Carluccio's PLC	3,480	5,270	2,296	88	5,605
Conceptus, Inc.	-	8,294	-	-	28,241
Corin Group PLC	5,002	-	1,707	-	-
Diedrich Coffee, Inc.	-	7,453	-	-	7,253
McCormick & Schmick's Seafood Restaurants	3,810	-	2,562	-	-
Pacific Premier Bancorp, Inc.	1,326	-	1,136	-	-
Ruth's Hospitality Group, Inc.	-	5,304	-	-	5,602
Zale Corp.	-	7,528	-	-	7,613
Total	$ 21,304	$ 33,849	$ 13,138	$ 88	$ 54,314

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 328,995	$ 327,472	$ 1,523	$ -
Consumer Staples	38,804	38,804	-	-
Energy	112,394	112,394	-	-
Financials	183,733	183,733	-	-
Health Care	161,753	161,753	-	-
Industrials	178,974	166,751	12,223	-
Information Technology	240,150	240,150	-	-
Materials	97,297	96,053	1,244	-
Utilities	14,715	14,715	-	-
Money Market Funds	123,750	123,750	-	-
Total Investments in Securities:	$ 1,480,565	$ 1,465,575	$ 14,990	$ -

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	83.5%
Bermuda	3.3%
United Kingdom	2.5%
Canada	2.2%
Japan	1.0%
Others (individually less than 1%)	7.5%
	100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $790,724,740 of which $461,620,332 and $329,104,408 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $85,141) - See accompanying schedule: Unaffiliated issuers (cost $1,206,726)	$ 1,302,501
Fidelity Central Funds (cost $123,750)	123,750
Other affiliated issuers (cost $50,480)	54,314
Total Investments (cost $1,380,956)		$ 1,480,565
Receivable for investments sold		10,499
Receivable for fund shares sold		1,601
Dividends receivable		309
Distributions receivable from Fidelity Central Funds		77
Prepaid expenses		9
Other receivables		66
Total assets		1,493,126

Liabilities
Payable for investments purchased	$ 13,737
Payable for fund shares redeemed	1,397
Accrued management fee	636
Distribution fees payable	1
Other affiliated payables	431
Other payables and accrued expenses	66
Collateral on securities loaned, at value	93,444
Total liabilities		109,712

Net Assets		$ 1,383,414
Net Assets consist of:
Paid in capital		$ 2,084,534
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(800,743)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		99,623
Net Assets		$ 1,383,414

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	October 31, 2009

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($2,693.6 ÷ 214.966 shares)		$ 12.53

Maximum offering price per share (100/94.25 of $12.53)		$ 13.29
Class T: Net Asset Value and redemption price per share ($550.0 ÷ 44.164 shares)		$ 12.45

Maximum offering price per share (100/96.50 of $12.45)		$ 12.90
Class B: Net Asset Value and offering price per share ($219.4 ÷ 17.750 shares)^A		$ 12.36

Class C: Net Asset Value and offering price per share ($427.8 ÷ 34.707 shares)^A		$ 12.33

Small Cap Independence: Net Asset Value, offering price and redemption price per share ($1,379,111.0 ÷ 109,350.939 shares)		$ 12.61

Institutional Class: Net Asset Value, offering price and redemption price per share ($412.5 ÷ 32.654 shares)		$ 12.63

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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, 2009

Investment Income
Dividends (including $88 earned from other affiliated issuers)		$ 10,019
Income from Fidelity Central Funds (including $1,896 from security lending)		2,142
Total income		12,161

Expenses
Management fee Basic fee	$ 7,619
Performance adjustment	(2,776)
Transfer agent fees	3,922
Distribution fees	12
Accounting and security lending fees	459
Custodian fees and expenses	121
Independent trustees' compensation	9
Registration fees	83
Audit	60
Legal	7
Interest	1
Miscellaneous	27
Total expenses before reductions	9,544
Expense reductions	(159)	9,385
Net investment income (loss)		2,776
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(250,521)
Other affiliated issuers	(64,775)
Foreign currency transactions	(578)
Total net realized gain (loss)		(315,874)
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $26)	464,842
Assets and liabilities in foreign currencies	522
Total change in net unrealized appreciation (depreciation)		465,364
Net gain (loss)		149,490
Net increase (decrease) in net assets resulting from operations		$ 152,266

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,776	$ 953
Net realized gain (loss)	(315,874)	(484,448)
Change in net unrealized appreciation (depreciation)	465,364	(738,909)
Net increase (decrease) in net assets resulting from operations	152,266	(1,222,404)
Distributions to shareholders from net investment income	(2,638)	-
Distributions to shareholders from net realized gain	-	(284,425)
Total distributions	(2,638)	(284,425)
Share transactions - net increase (decrease)	(62,137)	198,096
Redemption fees	136	286
Total increase (decrease) in net assets	87,627	(1,308,447)

Net Assets
Beginning of period	1,295,787	2,604,234
End of period (including accumulated net investment loss of $0 and $1, respectively.)	$ 1,383,414	$ 1,295,787

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

Annual Report

Financial Highlights - Class A

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.24	$ 24.79	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	-^K	(.04)	(.07)^H
Net realized and unrealized gain (loss)	1.31	(10.77)	1.66
Total from investment operations	1.31	(10.81)	1.59
Distributions from net investment income	(.02)	-	-
Distributions from net realized gain	-	(2.74)	-
Total distributions	(.02)	(2.74)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.53	$ 11.24	$ 24.79
Total Return^{B, C, D}	11.69%	(48.52)%	6.85%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.03%	1.24%	1.27%^A
Expenses net of fee waivers, if any	1.03%	1.24%	1.27%^A
Expenses net of all reductions	1.01%	1.23%	1.26%^A
Net investment income (loss)	(.03)%	(.24)%	(.57)%^{A, H}
Supplemental Data
Net assets, end of period (in millions)	$ 3	$ 2	$ 1
Portfolio turnover rate^G	135%	101%	84%

^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 Total returns do not include the effect of the sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.19	$ 24.74	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.03)	(.08)	(.10)^H
Net realized and unrealized gain (loss)	1.30	(10.76)	1.64
Total from investment operations	1.27	(10.84)	1.54
Distributions from net investment income	(.01)	-	-
Distributions from net realized gain	-	(2.71)	-
Total distributions	(.01)	(2.71)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.45	$ 11.19	$ 24.74
Total Return^{B, C, D}	11.42%	(48.70)%	6.64%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.30%	1.50%	1.53%^A
Expenses net of fee waivers, if any	1.30%	1.50%	1.53%^A
Expenses net of all reductions	1.29%	1.49%	1.52%^A
Net investment income (loss)	(.31)%	(.50)%	(.83)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 550	$ 409	$ 420
Portfolio turnover rate^G	135%	101%	84%

^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 Total returns do not include the effect of the sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.15	$ 24.69	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.08)	(.17)	(.15)^H
Net realized and unrealized gain (loss)	1.30	(10.73)	1.64
Total from investment operations	1.22	(10.90)	1.49
Distributions from net investment income	(.01)	-	-
Distributions from net realized gain	-	(2.64)	-
Total distributions	(.01)	(2.64)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.36	$ 11.15	$ 24.69
Total Return^{B, C, D}	10.92%	(48.94)%	6.42%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.77%	1.99%	2.07%^A
Expenses net of fee waivers, if any	1.77%	1.99%	2.05%^A
Expenses net of all reductions	1.75%	1.99%	2.04%^A
Net investment income (loss)	(.78)%	(1.00)%	(1.32)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 219	$ 199	$ 419
Portfolio turnover rate^G	135%	101%	84%

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,	2009	2008	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 11.12	$ 24.71	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.09)	(.17)	(.15)^H
Net realized and unrealized gain (loss)	1.31	(10.72)	1.66
Total from investment operations	1.22	(10.89)	1.51
Distributions from net investment income	(.01)	-	-
Distributions from net realized gain	-	(2.70)	-
Total distributions	(.01)	(2.70)	-
Redemption fees added to paid in capital^{E, K}	-	-	-
Net asset value, end of period	$ 12.33	$ 11.12	$ 24.71
Total Return^{B, C, D}	10.96%	(48.95)%	6.51%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.76%	2.00%	1.98%^A
Expenses net of fee waivers, if any	1.76%	2.00%	1.98%^A
Expenses net of all reductions	1.75%	1.99%	1.97%^A
Net investment income (loss)	(.77)%	(1.01)%	(1.27)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 428	$ 183	$ 294
Portfolio turnover rate^G	135%	101%	84%

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^K Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Small Cap Independence

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 11.28	$ 24.81	$ 22.23	$ 20.82	$ 18.30
Income from Investment Operations
Net investment income (loss)^B	.02	.01	(.04)^E	.07^F	.10^G
Net realized and unrealized gain (loss)	1.33	(10.82)	5.01	2.75	3.31
Total from investment operations	1.35	(10.81)	4.97	2.82	3.41
Distributions from net investment income	(.02)	-	(.05)	(.07)	-
Distributions from net realized gain	-	(2.72)	(2.34)	(1.34)	(.89)
Total distributions	(.02)	(2.72)	(2.39)	(1.41)	(.89)
Redemption fees added to paid in capital^{B, I}	-	-	-	-	-
Net asset value, end of period	$ 12.61	$ 11.28	$ 24.81	$ 22.23	$ 20.82
Total Return^A	12.05%	(48.42)%	24.42%	14.08%	19.05%
Ratios to Average Net Assets^{C, H}
Expenses before reductions	.77%	.95%	1.01%	.86%	.78%
Expenses net of fee waivers, if any	.77%	.95%	1.00%	.86%	.78%
Expenses net of all reductions	.75%	.94%	.99%	.81%	.75%
Net investment income (loss)	.22%	.05%	(.20)%^E	.32%^F	.49%^G
Supplemental Data
Net assets, end of period (in millions)	$ 1,379	$ 1,292	$ 2,602	$ 2,623	$ 1,609
Portfolio turnover rate^D	135%	101%	84%	126%	61%

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

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

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

^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. 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.

^I Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,	2009	2008	2007^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.29	$ 24.82	$ 23.20
Income from Investment Operations
Net investment income (loss)^D	.04	.02	(.03)^G
Net realized and unrealized gain (loss)	1.32	(10.82)	1.65
Total from investment operations	1.36	(10.80)	1.62
Distributions from net investment income	(.02)	-	-
Distributions from net realized gain	-	(2.73)	-
Total distributions	(.02)	(2.73)	-
Redemption fees added to paid in capital^{D, J}	-	-	-
Net asset value, end of period	$ 12.63	$ 11.29	$ 24.82
Total Return^{B, C}	12.14%	(48.36)%	6.98%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.63%	.84%	.94%^A
Expenses net of fee waivers, if any	.63%	.84%	.94%^A
Expenses net of all reductions	.62%	.84%	.93%^A
Net investment income (loss)	.36%	.15%	(.24)%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 413	$ 376	$ 162
Portfolio turnover rate^F	135%	101%	84%

^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.

^H For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^J Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 229,300,293
Gross unrealized depreciation	(139,709,347)
Net unrealized appreciation (depreciation)	$ 89,590,946

Tax Cost	$ 1,390,974,194

The tax-based components of distributable earnings as of period end were as follows:

Capital loss carryforward	$ (790,724,740)
Net unrealized appreciation (depreciation)	$ 89,604,961

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 2,638,469	$ 104,435,278
Long-term Capital Gains	-	179,989,489
Total	$ 2,638,469	$ 284,424,767

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,659,586,099 and $1,724,146,203, respectively.

5. 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 .35% 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, Small Cap Independence as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .39% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 5,807	$ 780
Class T	.25%	.25%	2,206	-
Class B	.75%	.25%	1,858	1,395
Class C	.75%	.25%	2,476	1,237
			$ 12,347	$ 3,412

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 2,000
Class T	107
Class B*	850
Class C*	49
	$ 3,006

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 7,541	.32
Class T	1,540	.35
Class B	594	.32
Class C	793	.32
Small Cap Independence	3,910,960	.32
Institutional Class	711	.18
	$ 3,922,139

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,413,571	.48%	$ 786

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $6,393 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

8. 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 $152,052 for the period. In addition, through arrangements with the Fund's custodian, 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 expenses by $7,090.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Class A	$ 4,025	$ -
Class T	517	-
Class B	104	-
Class C	117	-
Small Cap Independence	2,632,884	-
Institutional Class	822	-
Total	$ 2,638,469	$ -
From net realized gain
Class A	$ -	$ 217,079
Class T	-	52,010
Class B	-	45,676
Class C	-	50,515
Small Cap Independence	-	284,040,327
Institutional Class	-	19,160
Total	$ -	$ 284,424,767

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009	2008	2009	2008
Class A
Shares sold	71,378	205,468	$ 788,883	$ 3,725,058
Reinvestment of distributions	387	10,625	3,793	214,517
Shares redeemed	(67,529)	(44,958)	(721,666)	(737,158)
Net increase (decrease)	4,236	171,135	$ 71,010	$ 3,202,417
Class T
Shares sold	15,043	34,295	$ 167,984	$ 579,208
Reinvestment of distributions	52	2,571	513	51,838
Shares redeemed	(7,474)	(17,302)	(81,545)	(267,078)
Net increase (decrease)	7,621	19,564	$ 86,952	$ 363,968
Class B
Shares sold	12,626	9,865	$ 143,810	$ 161,442
Reinvestment of distributions	10	2,222	101	44,826
Shares redeemed	(12,734)	(11,195)	(136,707)	(163,410)
Net increase (decrease)	(98)	892	$ 7,204	$ 42,858

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended October 31,	2009	2008	2009	2008
Class C
Shares sold	26,160	29,487	$ 298,029	$ 552,689
Reinvestment of distributions	11	2,368	107	47,635
Shares redeemed	(7,946)	(27,273)	(87,470)	(434,448)
Net increase (decrease)	18,225	4,582	$ 210,666	$ 165,876
Small Cap Independence
Shares sold	20,943,346	25,453,153	$ 222,060,311	$ 420,759,999
Reinvestment of distributions	263,408	13,819,450	2,594,575	279,429,276
Shares redeemed	(26,369,097)	(29,641,990)	(287,151,117)	(506,376,535)
Net increase (decrease)	(5,162,343)	9,630,613	$ (62,496,231)	$ 193,812,740
Institutional Class
Shares sold	6,785	35,465	$ 75,484	$ 642,989
Reinvestment of distributions	9	948	87	19,160
Shares redeemed	(7,415)	(9,660)	(91,575)	(154,150)
Net increase (decrease)	(621)	26,753	$ (16,004)	$ 507,999

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Small Cap Independence Fund:

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2009

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 1-877-208-0098.

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 (79)
	Year of Election or Appointment: 1984 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007- present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008- present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009- present) and 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).
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009- present). Previously, Mr. Hogan served as a portfolio manager.
Thomas C. Hense (45)
	Year of Election or Appointment: 2008 Vice President of Fidelity's High Income and Small Cap Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008- present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009) and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

Institutional Class designates 47% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 70% of the dividends distributed in December 2008 during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Independence Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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 for each class, as well as the fund's relative investment performance for each class 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, 2008, as available, the cumulative total returns of Fidelity Small Cap Independence (retail class) and Class C of the fund, 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 returns of Fidelity Small Cap Independence (retail class) and Class C show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. 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 numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Independence Fund

fid910072

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Small Cap Independence (retail class) through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

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 4% means that 96% 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Independence Fund

fid910074

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 each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 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 each class of the fund compared to competitive fund median expenses. Each class of 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.

The Board noted that the total expenses of each class ranked below its competitive median for 2008.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

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

Brown Brothers Harriman & Co.

Boston, MA

ASCSI-UANN-1209
1.843142.102

fid909849

Fidelity®

Stock Selector

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Stock Selector	7.77%	0.38%	-0.71%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Stock Selector, a class of the fund, on October 31, 1999. 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.

fid910089

Annual Report

Management's Discussion of Fund Performance

Comments from James Catudal, Portfolio Manager of Fidelity® Stock Selector during the period covered by this report: The fund's Retail Class shares returned 7.77% during the year, lagging the S&P 500®. Stock selection hurt our results, offsetting the positive effects of overweighting the information technology and consumer discretionary sectors. After the market hit bottom this past March, equities went on a tear, with the biggest gains coming from more-cyclical stocks with weaker business fundamentals, which I de-emphasized. The single biggest detractor was an out-of-index investment in UAL, parent of United Airlines, which was hit by rising fuel prices and declining passenger traffic. Holdings in telecommunication services provider Verizon also hurt, as did underweighting IBM. Conversely, stock selection in the financials sector helped results, led by investment bank Morgan Stanley, which benefited as the equity market recovered. Underweighting GE also contributed.

Note to shareholders: On November 2, 2009, Stock Selector will transition to a multiple portfolio manager structure, led by Christopher Sharpe and Geoff Stein, who will replace James Catudal. The investment objective of the fund will remain unchanged.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Stock Selector	.86%
Actual		$ 1,000.00	$ 1,167.10	$ 4.70
Hypothetical^A		$ 1,000.00	$ 1,020.87	$ 4.38
Class K	.67%
Actual		$ 1,000.00	$ 1,168.20	$ 3.66
Hypothetical^A		$ 1,000.00	$ 1,021.83	$ 3.41

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	2.9	3.3
Microsoft Corp.	2.8	2.4
Cisco Systems, Inc.	2.4	1.6
JPMorgan Chase & Co.	2.4	2.0
Google, Inc. Class A	2.2	2.0
Apple, Inc.	2.2	1.8
Hewlett-Packard Co.	2.0	1.5
Applied Materials, Inc.	2.0	2.5
Pfizer, Inc.	1.9	1.4
Wells Fargo & Co.	1.8	1.6
	22.6
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	24.7	23.7
Financials	16.8	14.5
Health Care	12.5	13.2
Energy	12.0	10.3
Consumer Discretionary	11.2	12.1

Asset Allocation (% of fund's net assets)
As of October 31, 2009 *			As of April 30, 2009 **
	Stocks 98.0%			Stocks and Equity Futures 96.5%
	Convertible Securities 0.0%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets 2.0%			Short-Term Investments and Net Other Assets 3.5%
* Foreign investments		8.6%	** Foreign investments		8.9%

fid910097

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 98.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 11.2%
Auto Components - 0.8%
Johnson Controls, Inc.	99,991		$ 2,392
The Goodyear Tire & Rubber Co. (a)	176,300		2,271
			4,663
Automobiles - 0.6%
Ford Motor Co. (a)	149,700		1,048
Harley-Davidson, Inc.	54,600		1,361
Toyota Motor Corp. sponsored ADR	13,900		1,097
			3,506
Hotels, Restaurants & Leisure - 1.1%
Buffalo Wild Wings, Inc. (a)(c)	38,489		1,578
Carnival Corp. unit	22,700		661
Darden Restaurants, Inc.	58,500		1,773
Marriott International, Inc. Class A	17,433		437
Sonic Corp. (a)	32,600		305
Starbucks Corp. (a)	77,050		1,462
			6,216
Household Durables - 1.0%
D.R. Horton, Inc.	33,300		365
Ethan Allen Interiors, Inc.	25,900		323
Newell Rubbermaid, Inc.	66,200		961
Toll Brothers, Inc. (a)	133,300		2,309
Whirlpool Corp.	28,100		2,012
			5,970
Internet & Catalog Retail - 0.2%
Amazon.com, Inc. (a)	12,500		1,485
Media - 2.6%
Comcast Corp. Class A (special) (non-vtg.)	131,900		1,849
Lamar Advertising Co. Class A (a)	25,994		632
McGraw-Hill Companies, Inc.	59,973		1,726
Scripps Networks Interactive, Inc. Class A	14,840		560
The DIRECTV Group, Inc. (a)	50,700		1,333
The Walt Disney Co.	177,200		4,850
Time Warner, Inc.	128,186		3,861
			14,811
Multiline Retail - 1.4%
Kohl's Corp. (a)	43,100		2,466
Target Corp.	113,220		5,483
			7,949
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 3.2%
Best Buy Co., Inc.	29,500		$ 1,126
Lowe's Companies, Inc.	383,800		7,511
PetSmart, Inc.	8,100		191
Sherwin-Williams Co.	9,100		519
Staples, Inc.	246,082		5,340
Tiffany & Co., Inc.	33,100		1,300
TJX Companies, Inc.	59,500		2,222
			18,209
Textiles, Apparel & Luxury Goods - 0.3%
Polo Ralph Lauren Corp. Class A	23,545		1,752
TOTAL CONSUMER DISCRETIONARY			64,561
CONSUMER STAPLES - 7.0%
Beverages - 1.5%
Coca-Cola Enterprises, Inc.	54,800		1,045
The Coca-Cola Co.	137,200		7,314
			8,359
Food & Staples Retailing - 2.6%
CVS Caremark Corp.	110,900		3,915
Wal-Mart Stores, Inc.	148,500		7,377
Walgreen Co.	97,500		3,688
			14,980
Food Products - 1.1%
Bunge Ltd.	15,500		884
Corn Products International, Inc.	26,900		758
Nestle SA (Reg.)	98,182		4,576
			6,218
Household Products - 0.7%
Colgate-Palmolive Co.	48,250		3,794
Tobacco - 1.1%
Philip Morris International, Inc.	139,200		6,593
TOTAL CONSUMER STAPLES			39,944
ENERGY - 12.0%
Energy Equipment & Services - 3.8%
Cameron International Corp. (a)	115,100		4,255
Halliburton Co.	188,507		5,506
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Nabors Industries Ltd. (a)	89,100		$ 1,856
Schlumberger Ltd.	111,685		6,947
Smith International, Inc.	27,200		754
Weatherford International Ltd. (a)	152,400		2,672
			21,990
Oil, Gas & Consumable Fuels - 8.2%
Anadarko Petroleum Corp.	40,700		2,480
Apache Corp.	29,800		2,805
Arch Coal, Inc.	54,100		1,172
Chesapeake Energy Corp.	54,925		1,346
EOG Resources, Inc.	15,582		1,272
Exxon Mobil Corp.	228,975		16,408
Occidental Petroleum Corp.	105,500		8,005
Peabody Energy Corp.	11,100		439
Petrohawk Energy Corp. (a)	64,200		1,510
Plains Exploration & Production Co. (a)	55,739		1,477
Range Resources Corp.	75,400		3,774
Southwestern Energy Co. (a)	77,600		3,382
Ultra Petroleum Corp. (a)	59,210		2,875
			46,945
TOTAL ENERGY			68,935
FINANCIALS - 16.8%
Capital Markets - 4.7%
Ameriprise Financial, Inc.	72,720		2,521
Charles Schwab Corp.	74,367		1,290
Goldman Sachs Group, Inc.	41,066		6,988
Janus Capital Group, Inc.	176,000		2,309
Morgan Stanley	132,498		4,256
Nomura Holdings, Inc.	72,800		513
State Street Corp.	166,727		6,999
T. Rowe Price Group, Inc.	41,400		2,017
			26,893
Commercial Banks - 3.0%
East West Bancorp, Inc.	26,940		243
Huntington Bancshares, Inc.	80,000		305
KeyCorp	77,800		419
PNC Financial Services Group, Inc.	45,900		2,246
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
U.S. Bancorp, Delaware	147,700		$ 3,430
Wells Fargo & Co.	384,851		10,591
			17,234
Consumer Finance - 0.7%
American Express Co.	53,700		1,871
Capital One Financial Corp.	35,200		1,288
Discover Financial Services	46,100		652
SLM Corp. (a)	55,900		542
			4,353
Diversified Financial Services - 4.3%
Bank of America Corp.	605,973		8,835
CME Group, Inc.	7,300		2,209
JPMorgan Chase & Co.	322,100		13,454
			24,498
Insurance - 3.7%
ACE Ltd.	77,200		3,965
AFLAC, Inc.	5,400		224
Berkshire Hathaway, Inc. Class A (a)	45		4,455
Everest Re Group Ltd.	23,311		2,039
Hartford Financial Services Group, Inc.	47,958		1,176
Lincoln National Corp.	68,900		1,642
MBIA, Inc. (a)(c)	77,300		314
MetLife, Inc.	98,100		3,338
PartnerRe Ltd.	16,800		1,285
The Travelers Companies, Inc.	53,800		2,679
			21,117
Real Estate Investment Trusts - 0.3%
CBL & Associates Properties, Inc.	41,800		341
Simon Property Group, Inc.	10,614		721
SL Green Realty Corp.	13,700		531
			1,593
Real Estate Management & Development - 0.1%
CB Richard Ellis Group, Inc. Class A (a)	87,800		909
TOTAL FINANCIALS			96,597
HEALTH CARE - 12.5%
Biotechnology - 2.2%
Amgen, Inc. (a)	74,237		3,989
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Biogen Idec, Inc. (a)	1,370		$ 58
Celgene Corp. (a)	33,242		1,697
Cephalon, Inc. (a)	9,200		502
Dendreon Corp. (a)(c)	23,100		584
Genzyme Corp. (a)	33,000		1,670
Gilead Sciences, Inc. (a)	26,948		1,147
MannKind Corp. (a)	18,300		96
PDL BioPharma, Inc.	181,991		1,531
Vertex Pharmaceuticals, Inc. (a)	46,100		1,547
			12,821
Health Care Equipment & Supplies - 1.6%
Baxter International, Inc.	38,000		2,054
Covidien PLC	122,444		5,157
ev3, Inc. (a)	17,200		203
Hospira, Inc. (a)	30,300		1,353
St. Jude Medical, Inc. (a)	13,900		474
			9,241
Health Care Providers & Services - 2.7%
Express Scripts, Inc. (a)	67,000		5,355
Henry Schein, Inc. (a)	46,500		2,457
Humana, Inc. (a)	19,300		725
Medco Health Solutions, Inc. (a)	64,500		3,620
UnitedHealth Group, Inc.	103,348		2,682
WellPoint, Inc. (a)	6,100		285
			15,124
Life Sciences Tools & Services - 0.2%
Illumina, Inc. (a)	37,800		1,213
Pharmaceuticals - 5.8%
Abbott Laboratories	127,400		6,443
Allergan, Inc.	34,600		1,946
Bristol-Myers Squibb Co.	21,245		463
Johnson & Johnson	68,750		4,060
Merck & Co., Inc.	138,594		4,287
Pfizer, Inc.	650,396		11,076
Roche Holding AG (participation certificate)	9,107		1,462
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Schering-Plough Corp.	80,400		$ 2,267
Teva Pharmaceutical Industries Ltd. sponsored ADR	23,500		1,186
			33,190
TOTAL HEALTH CARE			71,589
INDUSTRIALS - 8.4%
Aerospace & Defense - 1.7%
Honeywell International, Inc.	30,560		1,097
LMI Aerospace, Inc. (a)	4,000		43
Lockheed Martin Corp.	1,268		87
Precision Castparts Corp.	12,100		1,156
United Technologies Corp.	121,820		7,486
			9,869
Air Freight & Logistics - 0.5%
C.H. Robinson Worldwide, Inc.	23,100		1,273
FedEx Corp.	17,000		1,236
			2,509
Airlines - 0.1%
Delta Air Lines, Inc. (a)	97,525		696
UAL Corp. (a)	1,600		10
			706
Building Products - 0.1%
Masco Corp.	52,600		618
Construction & Engineering - 0.0%
Orion Marine Group, Inc. (a)	10,300		196
Electrical Equipment - 0.5%
Alstom SA	800		56
First Solar, Inc. (a)	1,900		232
JA Solar Holdings Co. Ltd. ADR (a)	101,800		390
Rockwell Automation, Inc.	26,500		1,085
SunPower Corp. Class B (a)	23,742		514
Vestas Wind Systems AS (a)	9,272		657
			2,934
Industrial Conglomerates - 1.5%
3M Co.	77,500		5,702
General Electric Co.	71,345		1,017
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Industrial Conglomerates - continued
McDermott International, Inc. (a)	40,400		$ 898
Textron, Inc.	64,100		1,140
			8,757
Machinery - 1.9%
Caterpillar, Inc.	7,300		402
Cummins, Inc.	53,500		2,304
Danaher Corp.	37,100		2,531
Eaton Corp.	22,700		1,372
Ingersoll-Rand Co. Ltd.	98,600		3,115
Navistar International Corp. (a)	16,200		537
Parker Hannifin Corp.	16,200		858
			11,119
Professional Services - 0.1%
Verisk Analytics, Inc.	15,200		417
Road & Rail - 1.7%
Avis Budget Group, Inc. (a)	38,600		324
CSX Corp.	82,800		3,493
Landstar System, Inc.	66,645		2,349
Union Pacific Corp.	66,600		3,672
			9,838
Trading Companies & Distributors - 0.3%
W.W. Grainger, Inc.	16,200		1,518
TOTAL INDUSTRIALS			48,481
INFORMATION TECHNOLOGY - 24.7%
Communications Equipment - 3.8%
Cisco Systems, Inc. (a)	595,740		13,613
Harris Corp.	20,200		843
Juniper Networks, Inc. (a)	76,780		1,959
Motorola, Inc.	226,200		1,939
Palm, Inc. (a)	30,600		355
QUALCOMM, Inc.	79,480		3,291
			22,000
Computers & Peripherals - 5.4%
Apple, Inc. (a)	67,300		12,686
Dell, Inc. (a)	101,600		1,472
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Hewlett-Packard Co.	243,795		$ 11,571
International Business Machines Corp.	44,400		5,355
			31,084
Electronic Equipment & Components - 1.3%
Agilent Technologies, Inc.	72,194		1,786
Corning, Inc.	256,960		3,754
Tyco Electronics Ltd.	75,500		1,604
			7,144
Internet Software & Services - 3.1%
eBay, Inc. (a)	125,853		2,803
Google, Inc. Class A (a)	24,105		12,923
Move, Inc. (a)	514,046		1,054
Tencent Holdings Ltd.	25,400		442
Yahoo!, Inc. (a)	37,110		590
			17,812
IT Services - 1.2%
Cognizant Technology Solutions Corp. Class A (a)	62,841		2,429
Paychex, Inc.	40,680		1,156
Visa, Inc. Class A	46,200		3,500
			7,085
Semiconductors & Semiconductor Equipment - 5.2%
Altera Corp.	72,100		1,427
Applied Materials, Inc.	943,000		11,505
ARM Holdings PLC sponsored ADR	130,100		946
ASML Holding NV (NY Shares)	28,500		768
Broadcom Corp. Class A (a)	23,100		615
Intel Corp.	312,900		5,980
Lam Research Corp. (a)	127,200		4,289
MEMC Electronic Materials, Inc. (a)	101,300		1,258
Micron Technology, Inc. (a)	141,500		961
Xilinx, Inc.	92,000		2,001
			29,750
Software - 4.7%
Adobe Systems, Inc. (a)	52,500		1,729
BMC Software, Inc. (a)	32,400		1,204
Citrix Systems, Inc. (a)	28,300		1,040
Microsoft Corp.	571,560		15,849
Oracle Corp.	309,250		6,525
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Red Hat, Inc. (a)	14,200		$ 367
Ubisoft Entertainment SA (a)	693		11
			26,725
TOTAL INFORMATION TECHNOLOGY			141,600
MATERIALS - 4.0%
Chemicals - 2.6%
Airgas, Inc.	2,000		89
Albemarle Corp.	61,630		1,946
Ashland, Inc.	15,200		525
Dow Chemical Co.	141,400		3,320
Ecolab, Inc.	39,646		1,743
FMC Corp.	27,276		1,394
Praxair, Inc.	58,600		4,655
The Mosaic Co.	27,000		1,262
			14,934
Construction Materials - 0.2%
Vulcan Materials Co.	19,400		893
Metals & Mining - 1.2%
ArcelorMittal SA (NY Shares) Class A	43,200		1,470
Barrick Gold Corp.	76,000		2,734
Freeport-McMoRan Copper & Gold, Inc.	35,300		2,590
Nucor Corp.	7,100		283
			7,077
TOTAL MATERIALS			22,904
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 0.5%
Verizon Communications, Inc.	91,700		2,713
Wireless Telecommunication Services - 0.5%
American Tower Corp. Class A (a)	74,614		2,747
Sprint Nextel Corp. (a)	128,300		380
			3,127
TOTAL TELECOMMUNICATION SERVICES			5,840
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 0.4%
Electric Utilities - 0.4%
Exelon Corp.	55,200		$ 2,592
TOTAL COMMON STOCKS (Cost $521,623)		563,043
Money Market Funds - 1.9%

Fidelity Cash Central Fund, 0.20% (d)	9,554,238		9,554
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)	1,233,300		1,233
TOTAL MONEY MARKET FUNDS (Cost $10,787)		10,787
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $532,410)			573,830
NET OTHER ASSETS - 0.1%			298
NET ASSETS - 100%		$ 574,128

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

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	$ 126
Fidelity Securities Lending Cash Central Fund	192
Total	$ 318

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 64,561	$ 64,561	$ -	$ -
Consumer Staples	39,944	39,944	-	-
Energy	68,935	68,935	-	-
Financials	96,597	96,084	513	-
Health Care	71,589	71,589	-	-
Industrials	48,481	48,481	-	-
Information Technology	141,600	141,158	442	-
Materials	22,904	22,904	-	-
Telecommunication Services	5,840	5,840	-	-
Utilities	2,592	2,592	-	-
Money Market Funds	10,787	10,787	-	-
Total Investments in Securities:	$ 573,830	$ 572,875	$ 955	$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $262,565,000 of which $127,596,000 and $134,969,000 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $1,123) - See accompanying schedule: Unaffiliated issuers (cost $521,623)	$ 563,043
Fidelity Central Funds (cost $10,787)	10,787
Total Investments (cost $532,410)		$ 573,830
Receivable for investments sold		7,576
Receivable for fund shares sold		171
Dividends receivable		282
Distributions receivable from Fidelity Central Funds		2
Prepaid expenses		4
Other receivables		23
Total assets		581,888

Liabilities
Payable for investments purchased	$ 5,783
Payable for fund shares redeemed	287
Accrued management fee	263
Other affiliated payables	138
Other payables and accrued expenses	56
Collateral on securities loaned, at value	1,233
Total liabilities		7,760

Net Assets		$ 574,128
Net Assets consist of:
Paid in capital		$ 819,286
Undistributed net investment income		3,441
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(290,020)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		41,421
Net Assets		$ 574,128

Stock Selector: Net Asset Value, offering price and redemption price per share ($551,650 ÷ 27,607 shares)		$ 19.98

Class K: Net Asset Value, offering price and redemption price per share ($22,478 ÷ 1,124 shares)		$ 20.00

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended October 31, 2009

Investment Income
Dividends		$ 8,930
Interest		5
Income from Fidelity Central Funds		318
Total income		9,253

Expenses
Management fee Basic fee	$ 3,100
Performance adjustment	(248)
Transfer agent fees	1,492
Accounting and security lending fees	212
Custodian fees and expenses	46
Independent trustees' compensation	4
Registration fees	45
Audit	61
Legal	4
Miscellaneous	14
Total expenses before reductions	4,730
Expense reductions	(36)	4,694
Net investment income (loss)		4,559
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(130,823)
Foreign currency transactions	(3)
Futures contracts	(2,054)
Total net realized gain (loss)		(132,880)
Change in net unrealized appreciation (depreciation) on: Investment securities	154,320
Assets and liabilities in foreign currencies	2
Futures contracts	1,176
Total change in net unrealized appreciation (depreciation)		155,498
Net gain (loss)		22,618
Net increase (decrease) in net assets resulting from operations		$ 27,177

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,559	$ 7,648
Net realized gain (loss)	(132,880)	(152,364)
Change in net unrealized appreciation (depreciation)	155,498	(302,068)
Net increase (decrease) in net assets resulting from operations	27,177	(446,784)
Distributions to shareholders from net investment income	(7,570)	(4,996)
Distributions to shareholders from net realized gain	-	(46,217)
Total distributions	(7,570)	(51,213)
Share transactions - net increase (decrease)	(179,204)	226,652
Total increase (decrease) in net assets	(159,597)	(271,345)

Net Assets
Beginning of period	733,725	1,005,070
End of period (including undistributed net investment income of $3,441 and undistributed net investment income of $6,281, respectively)	$ 574,128	$ 733,725

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

Annual Report

Financial Highlights - Stock Selector

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 18.79	$ 32.37	$ 27.24	$ 23.74	$ 21.41
Income from Investment Operations
Net investment income (loss)^B	.14	.20	.19	.16	.25^E
Net realized and unrealized gain (loss)	1.27	(12.14)	5.10	3.46	2.33
Total from investment operations	1.41	(11.94)	5.29	3.62	2.58
Distributions from net investment income	(.22)	(.16)	(.13)	(.12)	(.25)
Distributions from net realized gain	-	(1.48)	(.03)	-	-
Total distributions	(.22)	(1.64)	(.16)	(.12)	(.25)
Net asset value, end of period	$ 19.98	$ 18.79	$ 32.37	$ 27.24	$ 23.74
Total Return^A	7.77%	(38.78)%	19.52%	15.29%	12.12%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.87%	.93%	.87%	.88%	.84%
Expenses net of fee waivers, if any	.87%	.93%	.87%	.88%	.84%
Expenses net of all reductions	.87%	.93%	.87%	.87%	.79%
Net investment income (loss)	.82%	.77%	.64%	.61%	1.11%^E
Supplemental Data
Net assets, end of period (in millions)	$ 552	$ 698	$ 1,005	$ 853	$ 770
Portfolio turnover rate^D	109%	121%	91%	109%	136%

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

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

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

^E Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

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

Annual Report

Financial Highlights - Class K

Years ended October 31,	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.81	$ 27.80
Income from Investment Operations
Net investment income (loss)^D	.18	.06
Net realized and unrealized gain (loss)	1.27	(9.05)
Total from investment operations	1.45	(8.99)
Distributions from net investment income	(.26)	-
Net asset value, end of period	$ 20.00	$ 18.81
Total Return^{B, C}	8.00%	(32.34)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.65%	.79%^A
Expenses net of fee waivers, if any	.65%	.79%^A
Expenses net of all reductions	.65%	.78%^A
Net investment income (loss)	1.04%	.63%^A
Supplemental Data
Net assets, end of period (in millions)	$ 22	$ 35
Portfolio turnover rate^F	109%	121%

^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, 2009

(Amounts in thousands except ratios)

1. Organization.

Fidelity Stock Selector (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. The Fund offers Stock Selector 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. After the commencement of Class K, the Fund began offering conversion privileges between Stock Selector and Class K to eligible shareholders of Stock Selector. 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

3. Significant Accounting Policies - continued

through the date that the financial statements were issued, December 11, 2009, have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

and filing its U.S. federal tax return. As a result, no provision for income taxes is required. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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.

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

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 60,954
Gross unrealized depreciation	(46,989)
Net unrealized appreciation (depreciation)	$ 13,965

Tax Cost	$ 559,865

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 3,441
Capital loss carryforward	$ (262,565)
Net unrealized appreciation (depreciation)	$ 13,966

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 7,570	$ 13,116
Long-term Capital Gains	-	38,097
Total	$ 7,570	$ 51,213

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Investments in Derivative Instruments.

Equity Risk

The following notes provide more detailed information about each derivative type held by the Fund:

Futures Contracts. The Fund uses futures contracts to manage its exposure to the stock market. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument. Risks of loss may include equity risk and potential lack of liquidity in the market. Futures have minimal counterparty risk to the Fund since the exchange's clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default.

Annual Report

4. Investments in Derivative Instruments - continued

Futures Contracts - continued

The net realized gain (loss) and change in unrealized gain (loss) on futures contracts during the period is included on the Statement of Operations. At the end of the period, the Fund had no open futures contracts.

Risk Exposure / Derivative Type	Realized Gain (Loss)	Change in Unrealized Gain (Loss)
Equity Risk
Futures Contracts	$ (2,054)	$ 1,176
Total Derivatives Realized and Change in Unrealized Gain (Loss) (a)(b)	$ (2,054)	$ 1,176

(a) Total derivatives realized gain (loss) included in the Statement of Operations is comprised of $(2,054) for futures contracts.

(b) Total derivatives change in unrealized gain (loss) included in the Statement of Operations is comprised of $1,176 for futures contracts.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $587,483 and $741,989, 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, Stock Selector, as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .52% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

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 Stock Selector. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets
Stock Selector	$ 1,476	.28
Class K	16	.06
	$ 1,492

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,923	.46%	$ -*

* Amount represents less than $1,000.

Annual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $3 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.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Stock Selector's operating expenses. During the period, this reimbursement reduced the class' expenses by $11.

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 $24 for the period. In addition, through arrangements with the Fund's custodian, 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Stock Selector	$ 7,152	$ 4,996
Class K	418	-
Total	$ 7,570	$ 4,996
From net realized gain
Stock Selector	$ -	$ 46,217

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009 ^B	2008 ^A	2009 ^B	2008 ^A
Stock Selector
Shares sold	2,210	14,653	$ 37,596	$ 387,105
Conversion to Class K	(261)	(1,889)	(4,548)	(46,383)
Reinvestment of distributions	414	1,639	6,843	49,243
Shares redeemed	(11,919)	(8,287)	(206,868)	(209,646)
Net increase (decrease)	(9,556)	6,116	$ (166,977)	$ 180,319
Class K
Shares sold	525	68	$ 8,881	$ 1,398
Conversion from Stock Selector	261	1,888	4,548	46,383
Reinvestment of distributions	25	-	418	-
Shares redeemed	(1,571)	(72)	(26,074)	(1,448)
Net increase (decrease)	(760)	1,884	$ (12,227)	$ 46,333

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

^B Conversion transactions for Class K and Stock Selector are for the period November 1, 2008 through October 31, 2009.

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Stock Selector:

We have audited the accompanying statement of assets and liabilities of Fidelity Stock Selector (the Fund), a fund of Fidelity Capital Trust, including the schedule of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Stock Selector as of October 31, 2009, 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 presented, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 11, 2009

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 (79)
	Year of Election or Appointment: 1984 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007- present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008- present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009- present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009- present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008- present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

Retail Class designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Retail Class designates 100% of the dividend distributed 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 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Stock Selector

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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 for Fidelity Stock Selector (retail class), as well as the fund's relative investment performance for Fidelity Stock Selector (retail class) 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, 2008, the cumulative total returns of Fidelity Stock Selector (retail class) of the fund, 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. (Class K of the fund had less than one year of performance as of December 31, 2008.) 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 Fidelity Stock Selector (retail class) of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Stock Selector

fid910099

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Stock Selector (retail class) of the fund was in the fourth quartile for the one-year period, the third quartile for the three-year period, and the second quartile for the five-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions that have been taken by FMR to improve the fund's more recent disappointing performance relative to its peer group and benchmark. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Stock Selector (retail class) through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Stock Selector

fid910101

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 2008. 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.

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.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, 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

fid909832 For mutual fund and brokerage trading.

fid909834 For quotes.*

fid909836 For account balances and holdings.

fid909838 To review orders and mutual
fund activity.

fid909840 To change your PIN.

fid909842 fid909844 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 Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)
For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

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

FIL 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

Brown Brothers Harriman & Co.
Boston, 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.)

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®) fid909846 1-800-544-5555

Automated line for quickest service

FSS-UANN-1209
1.784780.106

fid909849

Fidelity®

Stock Selector -
Class K

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Class K^A	8.00%	0.45%	-0.68%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Stock Selector - Class K on October 31, 1999. 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.

fid910125

Annual Report

Management's Discussion of Fund Performance

Comments from James Catudal, Portfolio Manager of Fidelity® Stock Selector during the period covered by this report: The fund's Class K shares returned 8.00% during the year, lagging the S&P 500®. Stock selection hurt our results, offsetting the positive effects of overweighting the information technology and consumer discretionary sectors. After the market hit bottom this past March, equities went on a tear, with the biggest gains coming from more-cyclical stocks with weaker business fundamentals, which I de-emphasized. The single biggest detractor was an out-of-index investment in UAL, parent of United Airlines, which was hit by rising fuel prices and declining passenger traffic. Holdings in telecommunication services provider Verizon also hurt, as did underweighting IBM. Conversely, stock selection in the financials sector helped results, led by investment bank Morgan Stanley, which benefited as the equity market recovered. Underweighting GE also contributed.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Stock Selector	.86%
Actual		$ 1,000.00	$ 1,167.10	$ 4.70
Hypothetical^A		$ 1,000.00	$ 1,020.87	$ 4.38
Class K	.67%
Actual		$ 1,000.00	$ 1,168.20	$ 3.66
Hypothetical^A		$ 1,000.00	$ 1,021.83	$ 3.41

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	2.9	3.3
Microsoft Corp.	2.8	2.4
Cisco Systems, Inc.	2.4	1.6
JPMorgan Chase & Co.	2.4	2.0
Google, Inc. Class A	2.2	2.0
Apple, Inc.	2.2	1.8
Hewlett-Packard Co.	2.0	1.5
Applied Materials, Inc.	2.0	2.5
Pfizer, Inc.	1.9	1.4
Wells Fargo & Co.	1.8	1.6
	22.6
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	24.7	23.7
Financials	16.8	14.5
Health Care	12.5	13.2
Energy	12.0	10.3
Consumer Discretionary	11.2	12.1

Asset Allocation (% of fund's net assets)
As of October 31, 2009 *			As of April 30, 2009 **
	Stocks 98.0%			Stocks and Equity Futures 96.5%
	Convertible Securities 0.0%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets 2.0%			Short-Term Investments and Net Other Assets 3.5%
* Foreign investments		8.6%	** Foreign investments		8.9%

fid910133

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 98.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 11.2%
Auto Components - 0.8%
Johnson Controls, Inc.	99,991		$ 2,392
The Goodyear Tire & Rubber Co. (a)	176,300		2,271
			4,663
Automobiles - 0.6%
Ford Motor Co. (a)	149,700		1,048
Harley-Davidson, Inc.	54,600		1,361
Toyota Motor Corp. sponsored ADR	13,900		1,097
			3,506
Hotels, Restaurants & Leisure - 1.1%
Buffalo Wild Wings, Inc. (a)(c)	38,489		1,578
Carnival Corp. unit	22,700		661
Darden Restaurants, Inc.	58,500		1,773
Marriott International, Inc. Class A	17,433		437
Sonic Corp. (a)	32,600		305
Starbucks Corp. (a)	77,050		1,462
			6,216
Household Durables - 1.0%
D.R. Horton, Inc.	33,300		365
Ethan Allen Interiors, Inc.	25,900		323
Newell Rubbermaid, Inc.	66,200		961
Toll Brothers, Inc. (a)	133,300		2,309
Whirlpool Corp.	28,100		2,012
			5,970
Internet & Catalog Retail - 0.2%
Amazon.com, Inc. (a)	12,500		1,485
Media - 2.6%
Comcast Corp. Class A (special) (non-vtg.)	131,900		1,849
Lamar Advertising Co. Class A (a)	25,994		632
McGraw-Hill Companies, Inc.	59,973		1,726
Scripps Networks Interactive, Inc. Class A	14,840		560
The DIRECTV Group, Inc. (a)	50,700		1,333
The Walt Disney Co.	177,200		4,850
Time Warner, Inc.	128,186		3,861
			14,811
Multiline Retail - 1.4%
Kohl's Corp. (a)	43,100		2,466
Target Corp.	113,220		5,483
			7,949
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 3.2%
Best Buy Co., Inc.	29,500		$ 1,126
Lowe's Companies, Inc.	383,800		7,511
PetSmart, Inc.	8,100		191
Sherwin-Williams Co.	9,100		519
Staples, Inc.	246,082		5,340
Tiffany & Co., Inc.	33,100		1,300
TJX Companies, Inc.	59,500		2,222
			18,209
Textiles, Apparel & Luxury Goods - 0.3%
Polo Ralph Lauren Corp. Class A	23,545		1,752
TOTAL CONSUMER DISCRETIONARY			64,561
CONSUMER STAPLES - 7.0%
Beverages - 1.5%
Coca-Cola Enterprises, Inc.	54,800		1,045
The Coca-Cola Co.	137,200		7,314
			8,359
Food & Staples Retailing - 2.6%
CVS Caremark Corp.	110,900		3,915
Wal-Mart Stores, Inc.	148,500		7,377
Walgreen Co.	97,500		3,688
			14,980
Food Products - 1.1%
Bunge Ltd.	15,500		884
Corn Products International, Inc.	26,900		758
Nestle SA (Reg.)	98,182		4,576
			6,218
Household Products - 0.7%
Colgate-Palmolive Co.	48,250		3,794
Tobacco - 1.1%
Philip Morris International, Inc.	139,200		6,593
TOTAL CONSUMER STAPLES			39,944
ENERGY - 12.0%
Energy Equipment & Services - 3.8%
Cameron International Corp. (a)	115,100		4,255
Halliburton Co.	188,507		5,506
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Nabors Industries Ltd. (a)	89,100		$ 1,856
Schlumberger Ltd.	111,685		6,947
Smith International, Inc.	27,200		754
Weatherford International Ltd. (a)	152,400		2,672
			21,990
Oil, Gas & Consumable Fuels - 8.2%
Anadarko Petroleum Corp.	40,700		2,480
Apache Corp.	29,800		2,805
Arch Coal, Inc.	54,100		1,172
Chesapeake Energy Corp.	54,925		1,346
EOG Resources, Inc.	15,582		1,272
Exxon Mobil Corp.	228,975		16,408
Occidental Petroleum Corp.	105,500		8,005
Peabody Energy Corp.	11,100		439
Petrohawk Energy Corp. (a)	64,200		1,510
Plains Exploration & Production Co. (a)	55,739		1,477
Range Resources Corp.	75,400		3,774
Southwestern Energy Co. (a)	77,600		3,382
Ultra Petroleum Corp. (a)	59,210		2,875
			46,945
TOTAL ENERGY			68,935
FINANCIALS - 16.8%
Capital Markets - 4.7%
Ameriprise Financial, Inc.	72,720		2,521
Charles Schwab Corp.	74,367		1,290
Goldman Sachs Group, Inc.	41,066		6,988
Janus Capital Group, Inc.	176,000		2,309
Morgan Stanley	132,498		4,256
Nomura Holdings, Inc.	72,800		513
State Street Corp.	166,727		6,999
T. Rowe Price Group, Inc.	41,400		2,017
			26,893
Commercial Banks - 3.0%
East West Bancorp, Inc.	26,940		243
Huntington Bancshares, Inc.	80,000		305
KeyCorp	77,800		419
PNC Financial Services Group, Inc.	45,900		2,246
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
U.S. Bancorp, Delaware	147,700		$ 3,430
Wells Fargo & Co.	384,851		10,591
			17,234
Consumer Finance - 0.7%
American Express Co.	53,700		1,871
Capital One Financial Corp.	35,200		1,288
Discover Financial Services	46,100		652
SLM Corp. (a)	55,900		542
			4,353
Diversified Financial Services - 4.3%
Bank of America Corp.	605,973		8,835
CME Group, Inc.	7,300		2,209
JPMorgan Chase & Co.	322,100		13,454
			24,498
Insurance - 3.7%
ACE Ltd.	77,200		3,965
AFLAC, Inc.	5,400		224
Berkshire Hathaway, Inc. Class A (a)	45		4,455
Everest Re Group Ltd.	23,311		2,039
Hartford Financial Services Group, Inc.	47,958		1,176
Lincoln National Corp.	68,900		1,642
MBIA, Inc. (a)(c)	77,300		314
MetLife, Inc.	98,100		3,338
PartnerRe Ltd.	16,800		1,285
The Travelers Companies, Inc.	53,800		2,679
			21,117
Real Estate Investment Trusts - 0.3%
CBL & Associates Properties, Inc.	41,800		341
Simon Property Group, Inc.	10,614		721
SL Green Realty Corp.	13,700		531
			1,593
Real Estate Management & Development - 0.1%
CB Richard Ellis Group, Inc. Class A (a)	87,800		909
TOTAL FINANCIALS			96,597
HEALTH CARE - 12.5%
Biotechnology - 2.2%
Amgen, Inc. (a)	74,237		3,989
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Biogen Idec, Inc. (a)	1,370		$ 58
Celgene Corp. (a)	33,242		1,697
Cephalon, Inc. (a)	9,200		502
Dendreon Corp. (a)(c)	23,100		584
Genzyme Corp. (a)	33,000		1,670
Gilead Sciences, Inc. (a)	26,948		1,147
MannKind Corp. (a)	18,300		96
PDL BioPharma, Inc.	181,991		1,531
Vertex Pharmaceuticals, Inc. (a)	46,100		1,547
			12,821
Health Care Equipment & Supplies - 1.6%
Baxter International, Inc.	38,000		2,054
Covidien PLC	122,444		5,157
ev3, Inc. (a)	17,200		203
Hospira, Inc. (a)	30,300		1,353
St. Jude Medical, Inc. (a)	13,900		474
			9,241
Health Care Providers & Services - 2.7%
Express Scripts, Inc. (a)	67,000		5,355
Henry Schein, Inc. (a)	46,500		2,457
Humana, Inc. (a)	19,300		725
Medco Health Solutions, Inc. (a)	64,500		3,620
UnitedHealth Group, Inc.	103,348		2,682
WellPoint, Inc. (a)	6,100		285
			15,124
Life Sciences Tools & Services - 0.2%
Illumina, Inc. (a)	37,800		1,213
Pharmaceuticals - 5.8%
Abbott Laboratories	127,400		6,443
Allergan, Inc.	34,600		1,946
Bristol-Myers Squibb Co.	21,245		463
Johnson & Johnson	68,750		4,060
Merck & Co., Inc.	138,594		4,287
Pfizer, Inc.	650,396		11,076
Roche Holding AG (participation certificate)	9,107		1,462
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Schering-Plough Corp.	80,400		$ 2,267
Teva Pharmaceutical Industries Ltd. sponsored ADR	23,500		1,186
			33,190
TOTAL HEALTH CARE			71,589
INDUSTRIALS - 8.4%
Aerospace & Defense - 1.7%
Honeywell International, Inc.	30,560		1,097
LMI Aerospace, Inc. (a)	4,000		43
Lockheed Martin Corp.	1,268		87
Precision Castparts Corp.	12,100		1,156
United Technologies Corp.	121,820		7,486
			9,869
Air Freight & Logistics - 0.5%
C.H. Robinson Worldwide, Inc.	23,100		1,273
FedEx Corp.	17,000		1,236
			2,509
Airlines - 0.1%
Delta Air Lines, Inc. (a)	97,525		696
UAL Corp. (a)	1,600		10
			706
Building Products - 0.1%
Masco Corp.	52,600		618
Construction & Engineering - 0.0%
Orion Marine Group, Inc. (a)	10,300		196
Electrical Equipment - 0.5%
Alstom SA	800		56
First Solar, Inc. (a)	1,900		232
JA Solar Holdings Co. Ltd. ADR (a)	101,800		390
Rockwell Automation, Inc.	26,500		1,085
SunPower Corp. Class B (a)	23,742		514
Vestas Wind Systems AS (a)	9,272		657
			2,934
Industrial Conglomerates - 1.5%
3M Co.	77,500		5,702
General Electric Co.	71,345		1,017
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Industrial Conglomerates - continued
McDermott International, Inc. (a)	40,400		$ 898
Textron, Inc.	64,100		1,140
			8,757
Machinery - 1.9%
Caterpillar, Inc.	7,300		402
Cummins, Inc.	53,500		2,304
Danaher Corp.	37,100		2,531
Eaton Corp.	22,700		1,372
Ingersoll-Rand Co. Ltd.	98,600		3,115
Navistar International Corp. (a)	16,200		537
Parker Hannifin Corp.	16,200		858
			11,119
Professional Services - 0.1%
Verisk Analytics, Inc.	15,200		417
Road & Rail - 1.7%
Avis Budget Group, Inc. (a)	38,600		324
CSX Corp.	82,800		3,493
Landstar System, Inc.	66,645		2,349
Union Pacific Corp.	66,600		3,672
			9,838
Trading Companies & Distributors - 0.3%
W.W. Grainger, Inc.	16,200		1,518
TOTAL INDUSTRIALS			48,481
INFORMATION TECHNOLOGY - 24.7%
Communications Equipment - 3.8%
Cisco Systems, Inc. (a)	595,740		13,613
Harris Corp.	20,200		843
Juniper Networks, Inc. (a)	76,780		1,959
Motorola, Inc.	226,200		1,939
Palm, Inc. (a)	30,600		355
QUALCOMM, Inc.	79,480		3,291
			22,000
Computers & Peripherals - 5.4%
Apple, Inc. (a)	67,300		12,686
Dell, Inc. (a)	101,600		1,472
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Hewlett-Packard Co.	243,795		$ 11,571
International Business Machines Corp.	44,400		5,355
			31,084
Electronic Equipment & Components - 1.3%
Agilent Technologies, Inc.	72,194		1,786
Corning, Inc.	256,960		3,754
Tyco Electronics Ltd.	75,500		1,604
			7,144
Internet Software & Services - 3.1%
eBay, Inc. (a)	125,853		2,803
Google, Inc. Class A (a)	24,105		12,923
Move, Inc. (a)	514,046		1,054
Tencent Holdings Ltd.	25,400		442
Yahoo!, Inc. (a)	37,110		590
			17,812
IT Services - 1.2%
Cognizant Technology Solutions Corp. Class A (a)	62,841		2,429
Paychex, Inc.	40,680		1,156
Visa, Inc. Class A	46,200		3,500
			7,085
Semiconductors & Semiconductor Equipment - 5.2%
Altera Corp.	72,100		1,427
Applied Materials, Inc.	943,000		11,505
ARM Holdings PLC sponsored ADR	130,100		946
ASML Holding NV (NY Shares)	28,500		768
Broadcom Corp. Class A (a)	23,100		615
Intel Corp.	312,900		5,980
Lam Research Corp. (a)	127,200		4,289
MEMC Electronic Materials, Inc. (a)	101,300		1,258
Micron Technology, Inc. (a)	141,500		961
Xilinx, Inc.	92,000		2,001
			29,750
Software - 4.7%
Adobe Systems, Inc. (a)	52,500		1,729
BMC Software, Inc. (a)	32,400		1,204
Citrix Systems, Inc. (a)	28,300		1,040
Microsoft Corp.	571,560		15,849
Oracle Corp.	309,250		6,525
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Red Hat, Inc. (a)	14,200		$ 367
Ubisoft Entertainment SA (a)	693		11
			26,725
TOTAL INFORMATION TECHNOLOGY			141,600
MATERIALS - 4.0%
Chemicals - 2.6%
Airgas, Inc.	2,000		89
Albemarle Corp.	61,630		1,946
Ashland, Inc.	15,200		525
Dow Chemical Co.	141,400		3,320
Ecolab, Inc.	39,646		1,743
FMC Corp.	27,276		1,394
Praxair, Inc.	58,600		4,655
The Mosaic Co.	27,000		1,262
			14,934
Construction Materials - 0.2%
Vulcan Materials Co.	19,400		893
Metals & Mining - 1.2%
ArcelorMittal SA (NY Shares) Class A	43,200		1,470
Barrick Gold Corp.	76,000		2,734
Freeport-McMoRan Copper & Gold, Inc.	35,300		2,590
Nucor Corp.	7,100		283
			7,077
TOTAL MATERIALS			22,904
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 0.5%
Verizon Communications, Inc.	91,700		2,713
Wireless Telecommunication Services - 0.5%
American Tower Corp. Class A (a)	74,614		2,747
Sprint Nextel Corp. (a)	128,300		380
			3,127
TOTAL TELECOMMUNICATION SERVICES			5,840
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 0.4%
Electric Utilities - 0.4%
Exelon Corp.	55,200		$ 2,592
TOTAL COMMON STOCKS (Cost $521,623)		563,043
Money Market Funds - 1.9%

Fidelity Cash Central Fund, 0.20% (d)	9,554,238		9,554
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(d)	1,233,300		1,233
TOTAL MONEY MARKET FUNDS (Cost $10,787)		10,787
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $532,410)			573,830
NET OTHER ASSETS - 0.1%			298
NET ASSETS - 100%		$ 574,128

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

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	$ 126
Fidelity Securities Lending Cash Central Fund	192
Total	$ 318

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 64,561	$ 64,561	$ -	$ -
Consumer Staples	39,944	39,944	-	-
Energy	68,935	68,935	-	-
Financials	96,597	96,084	513	-
Health Care	71,589	71,589	-	-
Industrials	48,481	48,481	-	-
Information Technology	141,600	141,158	442	-
Materials	22,904	22,904	-	-
Telecommunication Services	5,840	5,840	-	-
Utilities	2,592	2,592	-	-
Money Market Funds	10,787	10,787	-	-
Total Investments in Securities:	$ 573,830	$ 572,875	$ 955	$ -

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $262,565,000 of which $127,596,000 and $134,969,000 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $1,123) - See accompanying schedule: Unaffiliated issuers (cost $521,623)	$ 563,043
Fidelity Central Funds (cost $10,787)	10,787
Total Investments (cost $532,410)		$ 573,830
Receivable for investments sold		7,576
Receivable for fund shares sold		171
Dividends receivable		282
Distributions receivable from Fidelity Central Funds		2
Prepaid expenses		4
Other receivables		23
Total assets		581,888

Liabilities
Payable for investments purchased	$ 5,783
Payable for fund shares redeemed	287
Accrued management fee	263
Other affiliated payables	138
Other payables and accrued expenses	56
Collateral on securities loaned, at value	1,233
Total liabilities		7,760

Net Assets		$ 574,128
Net Assets consist of:
Paid in capital		$ 819,286
Undistributed net investment income		3,441
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(290,020)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		41,421
Net Assets		$ 574,128

Stock Selector: Net Asset Value, offering price and redemption price per share ($551,650 ÷ 27,607 shares)		$ 19.98

Class K: Net Asset Value, offering price and redemption price per share ($22,478 ÷ 1,124 shares)		$ 20.00

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, 2009

Investment Income
Dividends		$ 8,930
Interest		5
Income from Fidelity Central Funds		318
Total income		9,253

Expenses
Management fee Basic fee	$ 3,100
Performance adjustment	(248)
Transfer agent fees	1,492
Accounting and security lending fees	212
Custodian fees and expenses	46
Independent trustees' compensation	4
Registration fees	45
Audit	61
Legal	4
Miscellaneous	14
Total expenses before reductions	4,730
Expense reductions	(36)	4,694
Net investment income (loss)		4,559
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(130,823)
Foreign currency transactions	(3)
Futures contracts	(2,054)
Total net realized gain (loss)		(132,880)
Change in net unrealized appreciation (depreciation) on: Investment securities	154,320
Assets and liabilities in foreign currencies	2
Futures contracts	1,176
Total change in net unrealized appreciation (depreciation)		155,498
Net gain (loss)		22,618
Net increase (decrease) in net assets resulting from operations		$ 27,177

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,559	$ 7,648
Net realized gain (loss)	(132,880)	(152,364)
Change in net unrealized appreciation (depreciation)	155,498	(302,068)
Net increase (decrease) in net assets resulting from operations	27,177	(446,784)
Distributions to shareholders from net investment income	(7,570)	(4,996)
Distributions to shareholders from net realized gain	-	(46,217)
Total distributions	(7,570)	(51,213)
Share transactions - net increase (decrease)	(179,204)	226,652
Total increase (decrease) in net assets	(159,597)	(271,345)

Net Assets
Beginning of period	733,725	1,005,070
End of period (including undistributed net investment income of $3,441 and undistributed net investment income of $6,281, respectively)	$ 574,128	$ 733,725

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

Annual Report

Financial Highlights - Stock Selector

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 18.79	$ 32.37	$ 27.24	$ 23.74	$ 21.41
Income from Investment Operations
Net investment income (loss)^B	.14	.20	.19	.16	.25^E
Net realized and unrealized gain (loss)	1.27	(12.14)	5.10	3.46	2.33
Total from investment operations	1.41	(11.94)	5.29	3.62	2.58
Distributions from net investment income	(.22)	(.16)	(.13)	(.12)	(.25)
Distributions from net realized gain	-	(1.48)	(.03)	-	-
Total distributions	(.22)	(1.64)	(.16)	(.12)	(.25)
Net asset value, end of period	$ 19.98	$ 18.79	$ 32.37	$ 27.24	$ 23.74
Total Return^A	7.77%	(38.78)%	19.52%	15.29%	12.12%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.87%	.93%	.87%	.88%	.84%
Expenses net of fee waivers, if any	.87%	.93%	.87%	.88%	.84%
Expenses net of all reductions	.87%	.93%	.87%	.87%	.79%
Net investment income (loss)	.82%	.77%	.64%	.61%	1.11%^E
Supplemental Data
Net assets, end of period (in millions)	$ 552	$ 698	$ 1,005	$ 853	$ 770
Portfolio turnover rate^D	109%	121%	91%	109%	136%

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

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

^D 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

Years ended October 31,	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.81	$ 27.80
Income from Investment Operations
Net investment income (loss)^D	.18	.06
Net realized and unrealized gain (loss)	1.27	(9.05)
Total from investment operations	1.45	(8.99)
Distributions from net investment income	(.26)	-
Net asset value, end of period	$ 20.00	$ 18.81
Total Return^{B, C}	8.00%	(32.34)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.65%	.79%^A
Expenses net of fee waivers, if any	.65%	.79%^A
Expenses net of all reductions	.65%	.78%^A
Net investment income (loss)	1.04%	.63%^A
Supplemental Data
Net assets, end of period (in millions)	$ 22	$ 35
Portfolio turnover rate^F	109%	121%

^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, 2009

(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

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Annual Report

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.

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, deferred trustee compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 60,954
Gross unrealized depreciation	(46,989)
Net unrealized appreciation (depreciation)	$ 13,965

Tax Cost	$ 559,865

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 3,441
Capital loss carryforward	$ (262,565)
Net unrealized appreciation (depreciation)	$ 13,966

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 7,570	$ 13,116
Long-term Capital Gains	-	38,097
Total	$ 7,570	$ 51,213

Annual Report

4. Investments in Derivative Instruments.

Equity Risk

The following notes provide more detailed information about each derivative type held by the Fund:

Futures Contracts. The Fund uses futures contracts to manage its exposure to the stock market. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument. Risks of loss may include equity risk and potential lack of liquidity in the market. Futures have minimal counterparty risk to the Fund since the exchange's clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Investments in Derivative Instruments - continued

Futures Contracts - continued

Risk Exposure / Derivative Type	Realized Gain (Loss)	Change in Unrealized Gain (Loss)
Equity Risk
Futures Contracts	$ (2,054)	$ 1,176
Total Derivatives Realized and Change in Unrealized Gain (Loss) (a)(b)	$ (2,054)	$ 1,176

(a) Total derivatives realized gain (loss) included in the Statement of Operations is comprised of $(2,054) for futures contracts.

(b) Total derivatives change in unrealized gain (loss) included in the Statement of Operations is comprised of $1,176 for futures contracts.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $587,483 and $741,989, 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, Stock Selector, as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .52% of the Fund's average net assets.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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 Stock Selector. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets
Stock Selector	$ 1,476	.28
Class K	16	.06
	$ 1,492

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,923	.46%	$ -*

* Amount represents less than $1,000.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $3 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.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Stock Selector's operating expenses. During the period, this reimbursement reduced the class' expenses by $11.

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 $24 for the period. In addition, through arrangements with the Fund's custodian, 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.

Annual Report

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Stock Selector	$ 7,152	$ 4,996
Class K	418	-
Total	$ 7,570	$ 4,996
From net realized gain
Stock Selector	$ -	$ 46,217

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009 ^B	2008 ^A	2009 ^B	2008 ^A
Stock Selector
Shares sold	2,210	14,653	$ 37,596	$ 387,105
Conversion to Class K	(261)	(1,889)	(4,548)	(46,383)
Reinvestment of distributions	414	1,639	6,843	49,243
Shares redeemed	(11,919)	(8,287)	(206,868)	(209,646)
Net increase (decrease)	(9,556)	6,116	$ (166,977)	$ 180,319
Class K
Shares sold	525	68	$ 8,881	$ 1,398
Conversion from Stock Selector	261	1,888	4,548	46,383
Reinvestment of distributions	25	-	418	-
Shares redeemed	(1,571)	(72)	(26,074)	(1,448)
Net increase (decrease)	(760)	1,884	$ (12,227)	$ 46,333

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

^B Conversion transactions for Class K and Stock Selector are for the period November 1, 2008 through October 31, 2009.

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Stock Selector:

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 11, 2009

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 1-800-835-5092.

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 (79)
	Year of Election or Appointment: 1984 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007- present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008- present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009- present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009- present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008- present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

Class K designates 100% of the dividend distributed 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.

Class K designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends received deduction for corporate shareholders.

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Stock Selector

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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 for Fidelity Stock Selector (retail class), as well as the fund's relative investment performance for Fidelity Stock Selector (retail class) 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, 2008, the cumulative total returns of Fidelity Stock Selector (retail class) of the fund, 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. (Class K of the fund had less than one year of performance as of December 31, 2008.) 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 Fidelity Stock Selector (retail class) of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Stock Selector

fid910135

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Stock Selector (retail class) through May 31, 2009 and stated that it exceeded the fund's benchmark.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Stock Selector

fid910137

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 2008. 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.

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.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, 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 Workplace
Investing
1-800-835-5092

By PC

(computer_graphic)
Fidelity's Web Site
www.401k.com

Annual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)
For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

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

FIL 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

Brown Brothers Harriman & Co.
Boston, MA

FSS-K-UANN-1209
1.863286.101

fid909849

Fidelity®

Value

Fund

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Fidelity® Value Fund	19.12%	0.46%	5.68%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Value, a class of the fund, on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the Russell Midcap® Value Index performed over the same period.

fid910152

Annual Report

Management's Discussion of Fund Performance

Comments from Richard Fentin, Portfolio Manager of Fidelity® Value Fund: During the year, the fund's Retail Class shares gained 19.12%, outpacing the Russell Midcap® Value Index, which returned 14.52%. Overweighting the consumer discretionary space - an area that decreased as a percentage of fund assets - was key to the fund's relative outperformance, including out-of-index stakes in auto-parts retailer AutoZone, boat and leisure products manufacturer Brunswick and automaker Ford Motor's convertible bonds. Unfortunately, not owning Ford's common stock, an index component, more than offset the gains from Ford's bonds, which were sold prior to period end. Other contributors in the space included regional casino operator Penn National Gaming and upscale home-goods retailer Williams-Sonoma. Elsewhere, overweighting technology along with good stock picks in industrials and materials were positives. The biggest drag on relative performance was from stock picking in the technology space, particularly in the hardware and equipment area. Overweighting NCR hurt when sales of the company's point-of-sale terminals and ATM machines were hit hard by the weak economy. Some picks in financials also hurt, especially early in the period, including an overweighting in regional bank Zions Bancorp and an out-of-index stake in Bank of America.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Value	.73%
Actual		$ 1,000.00	$ 1,238.80	$ 4.12
Hypothetical^A		$ 1,000.00	$ 1,021.53	$ 3.72
Class K	.47%
Actual		$ 1,000.00	$ 1,240.10	$ 2.65
Hypothetical^A		$ 1,000.00	$ 1,022.84	$ 2.40

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Capital One Financial Corp.	1.4	0.6
PNC Financial Services Group, Inc.	1.3	0.7
JPMorgan Chase & Co.	1.3	1.1
The Stanley Works	1.2	1.2
Avnet, Inc.	1.2	1.4
Wells Fargo & Co.	1.1	0.6
Arrow Electronics, Inc.	1.1	1.3
Whirlpool Corp.	1.0	0.8
Avon Products, Inc.	1.0	0.8
Agilent Technologies, Inc.	1.0	0.9
	11.6
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	24.4	16.9
Industrials	14.9	13.4
Consumer Discretionary	14.4	24.7
Information Technology	13.0	17.7
Energy	9.9	6.6

Asset Allocation (% of fund's net assets)
As of October 31, 2009 *			As of April 30, 2009 **
	Stocks 98.9%			Stocks and Investment Companies 96.8%
	Convertible Securities 0.6%			Convertible Securities 2.4%
	Short-Term Investments and Net Other Assets 0.5%			Short-Term Investments and Net Other Assets 0.8%
* Foreign investments		12.4%	** Foreign investments		11.1%

fid910160

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 14.4%
Auto Components - 1.8%
Autoliv, Inc.	258,200		$ 8,670
BorgWarner, Inc.	150,600		4,566
Johnson Controls, Inc.	1,811,877		43,340
The Goodyear Tire & Rubber Co. (a)	5,837,009		75,181
TRW Automotive Holdings Corp. (a)	592,800		9,277
			141,034
Automobiles - 1.1%
Bayerische Motoren Werke AG (BMW)	276,714		13,558
Fiat SpA (a)	676,500		10,114
Harley-Davidson, Inc.	687,424		17,131
Thor Industries, Inc.	520,167		13,639
Winnebago Industries, Inc. (d)(e)	2,571,751		29,575
			84,017
Diversified Consumer Services - 0.1%
Regis Corp.	445,546		7,236
Hotels, Restaurants & Leisure - 3.2%
Ameristar Casinos, Inc.	321,800		4,737
Brinker International, Inc.	2,295,900		29,020
Burger King Holdings, Inc.	1,464,078		25,124
Carnival Corp. unit	1,424,200		41,473
Darden Restaurants, Inc.	546,800		16,574
NH Hoteles SA (a)	107,200		562
Penn National Gaming, Inc. (a)	757,237		19,029
Starwood Hotels & Resorts Worldwide, Inc.	914,036		26,562
Vail Resorts, Inc. (a)(d)	453,800		15,629
WMS Industries, Inc. (a)	689,339		27,560
Wyndham Worldwide Corp.	2,265,104		38,620
			244,890
Household Durables - 3.9%
Black & Decker Corp.	1,438,136		67,909
Ethan Allen Interiors, Inc. (d)(e)	2,820,354		35,142
Harman International Industries, Inc.	429,600		16,157
KB Home	773,900		10,974
La-Z-Boy, Inc. (d)	1,080,700		7,673
Leggett & Platt, Inc.	2,772,450		53,591
Pulte Homes, Inc.	3,523,065		31,743
Whirlpool Corp.	1,134,100		81,190
			304,379
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Leisure Equipment & Products - 0.6%
Brunswick Corp.	2,922,808		$ 27,708
Eastman Kodak Co. (d)	4,555,000		17,081
			44,789
Media - 1.2%
Discovery Communications, Inc. Class C (a)	572,815		13,759
DISH Network Corp. Class A (a)	1,019,200		17,734
Interpublic Group of Companies, Inc. (a)	1,394,998		8,398
Live Nation, Inc. (a)	1,202,862		8,011
McGraw-Hill Companies, Inc.	504,056		14,507
United Business Media Ltd.	964,900		7,328
Virgin Media, Inc.	1,317,900		18,411
WPP PLC	1,008,633		9,042
			97,190
Multiline Retail - 0.4%
Macy's, Inc.	1,360,480		23,904
Nordstrom, Inc. (d)	238,495		7,579
			31,483
Specialty Retail - 1.9%
AnnTaylor Stores Corp. (a)	919,540		11,926
AutoZone, Inc. (a)	32,200		4,357
bebe Stores, Inc.	107,300		672
Best Buy Co., Inc.	177,500		6,777
Collective Brands, Inc. (a)	387,300		7,184
Limited Brands, Inc.	634,319		11,164
OfficeMax, Inc. (e)	4,442,560		50,778
PetSmart, Inc.	345,333		8,126
RadioShack Corp.	321,900		5,437
Sherwin-Williams Co.	84,090		4,796
The Children's Place Retail Stores, Inc. (a)(d)	257,500		8,098
Williams-Sonoma, Inc.	1,655,249		31,086
			150,401
Textiles, Apparel & Luxury Goods - 0.2%
Iconix Brand Group, Inc. (a)	643,371		7,502
Liz Claiborne, Inc. (d)	1,166,800		6,697
			14,199
TOTAL CONSUMER DISCRETIONARY			1,119,618
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 4.8%
Beverages - 0.6%
Anheuser-Busch InBev SA NV	452,048		$ 21,290
Carlsberg AS:
Series A	178,400		13,051
Series B	165,300		11,668
			46,009
Food & Staples Retailing - 1.1%
Safeway, Inc.	1,153,100		25,749
SUPERVALU, Inc.	1,589,600		25,227
Sysco Corp.	840,900		22,242
Winn-Dixie Stores, Inc. (a)	878,456		9,742
			82,960
Food Products - 1.8%
Bunge Ltd.	775,188		44,232
Corn Products International, Inc.	933,418		26,304
Marine Harvest ASA (a)	22,932,000		16,700
Ralcorp Holdings, Inc. (a)	225,186		12,092
Smithfield Foods, Inc. (a)(d)	1,231,900		16,434
Tyson Foods, Inc. Class A	1,938,274		24,267
			140,029
Household Products - 0.2%
Energizer Holdings, Inc. (a)	233,028		14,184
Personal Products - 1.0%
Avon Products, Inc.	2,509,270		80,422
Tobacco - 0.1%
Lorillard, Inc.	86,200		6,699
TOTAL CONSUMER STAPLES			370,303
ENERGY - 9.9%
Energy Equipment & Services - 4.0%
BJ Services Co.	2,107,747		40,469
ENSCO International, Inc.	547,200		25,056
Exterran Holdings, Inc. (a)	246,700		5,040
Helmerich & Payne, Inc.	982,905		37,370
Nabors Industries Ltd. (a)	1,605,840		33,450
National Oilwell Varco, Inc. (a)	1,117,739		45,816
Patterson-UTI Energy, Inc.	2,794,700		43,541
Pride International, Inc. (a)	375,500		11,100
Seahawk Drilling, Inc. (a)	107,300		2,897
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Smith International, Inc.	882,700		$ 24,477
Weatherford International Ltd. (a)	2,286,596		40,084
			309,300
Oil, Gas & Consumable Fuels - 5.9%
Arch Coal, Inc.	584,800		12,667
Brigham Exploration Co. (a)	107,200		1,018
Cabot Oil & Gas Corp.	1,060,700		40,805
Canadian Natural Resources Ltd.	398,700		25,855
Chesapeake Energy Corp.	967,200		23,696
Compton Petroleum Corp. (a)	1,950,600		1,981
EOG Resources, Inc.	613,000		50,058
EXCO Resources, Inc.	1,545,000		24,133
Frontier Oil Corp.	321,700		4,459
Holly Corp.	118,000		3,423
Iteration Energy Ltd. (a)	1,950,600		2,054
Marathon Oil Corp.	1,485,272		47,484
Painted Pony Petroleum Ltd. (a)(f)	76,600		416
Painted Pony Petroleum Ltd. Class A (a)	52,700		285
Petrohawk Energy Corp. (a)	1,546,800		36,381
Plains Exploration & Production Co. (a)	322,100		8,536
Range Resources Corp.	749,488		37,512
SandRidge Energy, Inc. (a)	750,700		7,680
Southwestern Energy Co. (a)	998,000		43,493
Suncor Energy, Inc.	1,162,100		38,549
Sunoco, Inc.	160,871		4,955
Ultra Petroleum Corp. (a)	874,155		42,440
			457,880
TOTAL ENERGY			767,180
FINANCIALS - 24.1%
Capital Markets - 1.7%
Ameriprise Financial, Inc.	525,858		18,231
Bank of New York Mellon Corp.	1,300,327		34,667
Invesco Ltd.	708,100		14,976
Morgan Stanley	764,700		24,562
Och-Ziff Capital Management Group LLC Class A	750,971		9,109
TD Ameritrade Holding Corp. (a)	1,738,750		33,558
			135,103
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - 7.3%
Associated Banc-Corp.	1,056,358		$ 13,532
Banco Santander (Brasil) SA ADR (a)	308,900		3,664
BB&T Corp.	195,100		4,665
Boston Private Financial Holdings, Inc.	885,626		5,269
CapitalSource, Inc.	3,585,247		12,763
Comerica, Inc.	1,689,700		46,889
Fifth Third Bancorp	4,583,231		40,974
Huntington Bancshares, Inc.	8,745,245		33,319
KeyCorp	7,519,258		40,529
Marshall & Ilsley Corp.	3,114,173		16,567
Mitsubishi UFJ Financial Group, Inc.	1,393,800		7,424
PNC Financial Services Group, Inc.	2,130,810		104,282
Regions Financial Corp.	2,144,200		10,378
SunTrust Banks, Inc.	214,400		4,097
SVB Financial Group (a)	160,966		6,640
TCF Financial Corp. (d)	1,443,000		17,071
U.S. Bancorp, Delaware	2,404,000		55,821
Umpqua Holdings Corp.	1,134,700		11,245
Wells Fargo & Co.	3,032,231		83,447
Wilmington Trust Corp., Delaware (d)	1,576,001		18,991
Zions Bancorp (d)	2,308,960		32,695
			570,262
Consumer Finance - 2.4%
American Express Co.	1,149,400		40,045
Capital One Financial Corp.	2,923,600		107,008
Discover Financial Services	2,755,603		38,964
			186,017
Diversified Financial Services - 2.5%
Bank of America Corp.	4,682,860		68,276
JPMorgan Chase & Co.	2,375,200		99,212
Moody's Corp. (d)	997,333		23,617
			191,105
Insurance - 4.2%
Aon Corp.	214,600		8,264
Arthur J. Gallagher & Co.	622,319		13,884
Everest Re Group Ltd.	435,345		38,088
Lincoln National Corp.	2,360,232		56,244
Loews Corp.	1,429,954		47,331
Marsh & McLennan Companies, Inc.	2,554,551		59,930
MBIA, Inc. (a)(d)	1,072,500		4,354
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
MetLife, Inc.	381,300		$ 12,976
PartnerRe Ltd.	449,400		34,370
Unum Group	1,191,713		23,775
Validus Holdings Ltd.	375,251		9,494
Willis Group Holdings Ltd.	394,700		10,657
XL Capital Ltd. Class A	429,606		7,050
			326,417
Real Estate Investment Trusts - 4.8%
Alexandria Real Estate Equities, Inc. (d)	531,800		28,808
Camden Property Trust (SBI)	648,047		23,492
CBL & Associates Properties, Inc.	691,600		5,643
Corporate Office Properties Trust (SBI)	441,900		14,667
Digital Realty Trust, Inc.	236,192		10,659
Duke Realty LP	1,566,400		17,606
Essex Property Trust, Inc.	151,800		11,412
Highwoods Properties, Inc. (SBI)	350,200		9,638
Mack-Cali Realty Corp.	365,380		11,309
ProLogis Trust	3,610,883		40,911
Public Storage	222,400		16,369
Regency Centers Corp.	527,555		17,699
Segro PLC	750,900		4,352
Simon Property Group, Inc.	270,136		18,340
SL Green Realty Corp.	522,900		20,268
The Macerich Co. (d)	825,976		24,614
U-Store-It Trust	201,600		1,149
Ventas, Inc.	903,600		36,261
Vornado Realty Trust	961,154		57,246
			370,443
Real Estate Management & Development - 0.8%
Allgreen Properties Ltd.	2,047,000		1,652
Avatar Holdings, Inc. (a)	97,500		1,589
Brookfield Properties Corp.	1,648,400		17,126
CB Richard Ellis Group, Inc. Class A (a)	3,984,923		41,244
The St. Joe Co. (a)	42,900		1,027
			62,638
Thrifts & Mortgage Finance - 0.4%
New York Community Bancorp, Inc. (d)	2,596,700		28,018
TOTAL FINANCIALS			1,870,003
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 3.8%
Biotechnology - 0.3%
Biogen Idec, Inc. (a)	160,800		$ 6,775
Clinical Data, Inc. (a)	340,379		5,371
Dendreon Corp. (a)(d)	182,900		4,622
Genzyme Corp. (a)	42,900		2,171
GTx, Inc. (a)	214,529		1,926
OREXIGEN Therapeutics, Inc. (a)	480,200		3,102
			23,967
Health Care Equipment & Supplies - 0.8%
C. R. Bard, Inc.	32,200		2,417
Cooper Companies, Inc.	661,948		18,541
Covidien PLC	324,300		13,660
ev3, Inc. (a)	965,421		11,373
Hospira, Inc. (a)	75,100		3,352
Orthofix International NV (a)	282,546		9,041
Stryker Corp.	42,900		1,973
			60,357
Health Care Providers & Services - 2.2%
Brookdale Senior Living, Inc.	1,240,067		20,883
CIGNA Corp.	664,900		18,511
Henry Schein, Inc. (a)	680,056		35,927
Humana, Inc. (a)	568,537		21,366
McKesson Corp.	500,100		29,371
Quest Diagnostics, Inc.	42,900		2,399
Universal Health Services, Inc. Class B	547,968		30,494
VCA Antech, Inc. (a)	632,700		15,071
			174,022
Pharmaceuticals - 0.5%
Cadence Pharmaceuticals, Inc. (a)	538,012		4,858
King Pharmaceuticals, Inc. (a)	2,259,600		22,890
Teva Pharmaceutical Industries Ltd. sponsored ADR	125,822		6,351
ViroPharma, Inc. (a)	644,400		4,859
			38,958
TOTAL HEALTH CARE			297,304
INDUSTRIALS - 14.8%
Aerospace & Defense - 0.9%
Heico Corp. Class A	719,872		22,215
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Precision Castparts Corp.	414,200		$ 39,569
Raytheon Co.	171,500		7,766
			69,550
Air Freight & Logistics - 0.4%
United Parcel Service, Inc. Class B	622,200		33,400
Airlines - 0.2%
Delta Air Lines, Inc. (a)	2,155,300		15,389
Hawaiian Holdings, Inc. (a)	321,721		2,281
			17,670
Building Products - 1.6%
Armstrong World Industries, Inc. (a)	107,217		3,994
Masco Corp.	5,369,800		63,095
Owens Corning (a)	2,713,385		59,993
			127,082
Commercial Services & Supplies - 2.5%
ACCO Brands Corp. (a)(e)	2,754,056		16,690
Clean Harbors, Inc. (a)	505,258		28,522
Consolidated Graphics, Inc. (a)(e)	808,914		16,227
R.R. Donnelley & Sons Co.	2,302,034		46,225
Republic Services, Inc.	2,543,607		65,905
The Brink's Co.	751,700		17,838
			191,407
Construction & Engineering - 0.2%
Dycom Industries, Inc. (a)	1,463,300		14,457
Electrical Equipment - 0.9%
Acuity Brands, Inc.	515,900		16,333
Baldor Electric Co.	236,000		6,101
Cooper Industries PLC Class A	310,999		12,033
Regal-Beloit Corp.	247,353		11,596
Renewable Energy Corp. AS (a)(d)	429,000		2,576
SunPower Corp. Class B (a)	617,300		13,371
Zumtobel AG (a)	482,623		8,366
			70,376
Industrial Conglomerates - 0.3%
Carlisle Companies, Inc.	796,130		24,712
Machinery - 3.9%
AGCO Corp. (a)	160,800		4,520
Albany International Corp. Class A	870,685		14,506
Crane Co.	245,500		6,837
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Cummins, Inc.	1,058,185		$ 45,565
Deere & Co.	422,700		19,254
Eaton Corp.	437,150		26,426
Ingersoll-Rand Co. Ltd.	712,400		22,505
Kennametal, Inc.	818,000		19,272
Navistar International Corp. (a)	796,600		26,399
Oshkosh Co.	289,350		9,045
Pentair, Inc.	563,019		16,384
Robbins & Myers, Inc.	64,300		1,492
The Stanley Works	2,039,400		92,242
			304,447
Professional Services - 1.1%
Equifax, Inc.	96,500		2,642
Experian PLC	1,510,228		13,860
IHS, Inc. Class A (a)	366,800		18,986
Manpower, Inc.	549,472		26,050
Monster Worldwide, Inc. (a)	1,577,719		22,908
			84,446
Road & Rail - 2.3%
Avis Budget Group, Inc. (a)	477,800		4,014
Canadian National Railway Co.	600,200		28,989
Con-way, Inc.	1,150,600		37,958
CSX Corp.	792,400		33,423
Ryder System, Inc.	1,200,888		48,696
Union Pacific Corp.	536,400		29,577
			182,657
Trading Companies & Distributors - 0.3%
W.W. Grainger, Inc.	221,400		20,752
Transportation Infrastructure - 0.2%
Macquarie Infrastructure Co. LLC	1,623,694		13,103
TOTAL INDUSTRIALS			1,154,059
INFORMATION TECHNOLOGY - 12.9%
Communications Equipment - 0.6%
Motorola, Inc.	5,562,500		47,671
Computers & Peripherals - 0.9%
NCR Corp. (a)	4,111,222		41,729
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Seagate Technology	1,342,900		$ 18,733
Western Digital Corp. (a)	322,200		10,852
			71,314
Electronic Equipment & Components - 5.5%
Agilent Technologies, Inc.	3,148,151		77,885
Arrow Electronics, Inc. (a)	3,247,160		82,283
Avnet, Inc. (a)	3,626,744		89,871
Corning, Inc.	1,816,800		26,543
Flextronics International Ltd. (a)	8,923,900		57,827
Itron, Inc. (a)	341,897		20,527
Keyence Corp.	42,900		8,517
Tyco Electronics Ltd.	3,033,667		64,465
			427,918
Internet Software & Services - 0.5%
VeriSign, Inc. (a)	1,280,384		29,206
Yahoo!, Inc. (a)	730,000		11,607
			40,813
IT Services - 0.9%
Accenture PLC Class A	768,800		28,507
Fiserv, Inc. (a)	75,100		3,445
Hewitt Associates, Inc. Class A (a)	300,190		10,663
The Western Union Co.	365,429		6,640
Visa, Inc. Class A	304,700		23,084
			72,339
Office Electronics - 1.0%
Xerox Corp.	9,700,910		72,951
Semiconductors & Semiconductor Equipment - 3.2%
Applied Materials, Inc.	2,931,800		35,768
ASML Holding NV (NY Shares)	1,738,866		46,845
Fairchild Semiconductor International, Inc. (a)(e)	6,687,346		50,021
KLA-Tencor Corp.	333,300		10,836
Lam Research Corp. (a)	241,700		8,150
Maxim Integrated Products, Inc.	631,200		10,522
Micron Technology, Inc. (a)	4,219,183		28,648
MKS Instruments, Inc. (a)	645,035		10,088
National Semiconductor Corp.	1,943,438		25,148
Standard Microsystems Corp. (a)	887,232		17,088
			243,114
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 0.3%
BMC Software, Inc. (a)	269,000		$ 9,996
Nintendo Co. Ltd.	42,900		10,761
Software AG (Bearer)	42,900		3,823
			24,580
TOTAL INFORMATION TECHNOLOGY			1,000,700
MATERIALS - 7.1%
Chemicals - 2.4%
Albemarle Corp.	1,666,051		52,614
Ashland, Inc.	227,300		7,851
Cabot Corp.	268,200		5,882
Calgon Carbon Corp. (a)	1,111,106		17,600
Celanese Corp. Class A	746,500		20,491
Cytec Industries, Inc.	260,500		8,641
FMC Corp.	492,952		25,190
Solutia, Inc. (a)	1,763,269		19,396
W.R. Grace & Co. (a)	1,305,345		28,574
			186,239
Construction Materials - 0.8%
HeidelbergCement AG	437,466		26,220
Texas Industries, Inc. (d)	290,700		9,677
Vulcan Materials Co. (d)	646,480		29,757
			65,654
Containers & Packaging - 1.6%
Ball Corp.	631,890		31,171
Owens-Illinois, Inc. (a)	2,068,354		65,939
Packaging Corp. of America	654,000		11,955
Rexam PLC	2,572,977		11,701
			120,766
Metals & Mining - 1.8%
Agnico-Eagle Mines Ltd. (Canada)	107,600		5,724
Alcoa, Inc.	1,363,140		16,930
Barrick Gold Corp.	457,700		16,468
Commercial Metals Co.	595,942		8,844
Eldorado Gold Corp. (a)	557,000		6,203
Goldcorp, Inc.	128,400		4,717
Lihir Gold Ltd.	4,060,167		11,102
Newcrest Mining Ltd.	735,716		21,141
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Newmont Mining Corp.	478,186		$ 20,782
Randgold Resources Ltd. sponsored ADR	357,866		23,873
			135,784
Paper & Forest Products - 0.5%
Weyerhaeuser Co.	1,140,200		41,435
TOTAL MATERIALS			549,878
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.2%
Iliad Group SA	32,182		3,490
Qwest Communications International, Inc.	4,167,184		14,960
			18,450
Wireless Telecommunication Services - 0.3%
Sprint Nextel Corp. (a)	7,219,400		21,369
TOTAL TELECOMMUNICATION SERVICES			39,819
UTILITIES - 6.6%
Electric Utilities - 3.5%
Allegheny Energy, Inc.	1,608,187		36,699
American Electric Power Co., Inc.	1,585,349		47,909
Entergy Corp.	859,960		65,976
Exelon Corp.	282,025		13,244
FirstEnergy Corp.	1,467,300		63,505
Pinnacle West Capital Corp.	1,372,720		42,994
			270,327
Gas Utilities - 0.2%
Energen Corp.	292,600		12,839
Independent Power Producers & Energy Traders - 1.4%
AES Corp.	4,044,900		52,867
Calpine Corp. (a)	640,900		7,204
Constellation Energy Group, Inc.	815,700		25,221
Dynegy, Inc. Class A (a)	1,287,000		2,574
NRG Energy, Inc. (a)	959,466		22,058
			109,924
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Multi-Utilities - 1.5%
PG&E Corp.	1,150,930		$ 47,062
Sempra Energy	1,364,627		70,210
			117,272
TOTAL UTILITIES			510,362
TOTAL COMMON STOCKS (Cost $9,777,349)		7,679,226
Convertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%
Capital Markets - 0.1%
Legg Mason, Inc. 7.00%	293,600		10,141
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $14,680)		10,141

Convertible Bonds - 0.5%
	Principal Amount (000s)
CONSUMER DISCRETIONARY - 0.0%
Hotels, Restaurants & Leisure - 0.0%
Gaylord Entertainment Co. 3.75% 10/1/14 (f)	$ 1,950		1,693
FINANCIALS - 0.2%
Real Estate Investment Trusts - 0.1%
Digital Realty Trust LP 5.5% 4/15/29 (f)	4,890		5,989
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (a)(f)	19,609		8,216
TOTAL FINANCIALS			14,205
INDUSTRIALS - 0.1%
Electrical Equipment - 0.1%
SunPower Corp. 4.75% 4/15/14	4,210		4,865
Industrial Conglomerates - 0.0%
Textron, Inc. 4.5% 5/1/13	2,650		4,113
TOTAL INDUSTRIALS			8,978
Convertible Bonds - continued
	Principal Amount (000s)		Value (000s)
INFORMATION TECHNOLOGY - 0.1%
Semiconductors & Semiconductor Equipment - 0.1%
Micron Technology, Inc. 4.25% 10/15/13	$ 2,420		$ 3,675
MATERIALS - 0.1%
Metals & Mining - 0.1%
Newmont Mining Corp. 3% 2/15/12	3,650		4,379
United States Steel Corp. 4% 5/15/14	4,890		6,473
			10,852
TOTAL CONVERTIBLE BONDS (Cost $29,982)		39,403

Money Market Funds - 3.0%
	Shares
Fidelity Cash Central Fund, 0.20% (c)	40,200,655		40,201
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	187,878,086		187,878
TOTAL MONEY MARKET FUNDS (Cost $228,079)		228,079
TOTAL INVESTMENT PORTFOLIO - 102.5% (Cost $10,050,090)			7,956,849
NET OTHER ASSETS - (2.5)%			(194,999)
NET ASSETS - 100%		$ 7,761,850

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(c) 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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $16,314,000 or 0.2% of net assets.

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	$ 252
Fidelity Securities Lending Cash Central Fund	3,814
Total	$ 4,066

Other Affiliated Issuers

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 12,722	$ -	$ 3,772	$ -	$ 16,690
Arrow Electronics, Inc.	104,931	-	56,242	-	-
Asbury Automotive Group, Inc.	6,738	-	17,908	-	-
Briggs & Stratton Corp.	41,034	-	39,167	1,079	-
Brunswick Corp.	19,311	-	14,796	278	-
Con-way, Inc.	92,865	1,055	57,622	898	-
Consolidated Graphics, Inc.	10,524	-	-	-	16,227
Dycom Industries, Inc.	36,380	-	23,620	-	-
Ethan Allen Interiors, Inc.	50,456	-	-	1,269	35,142
Fairchild Semiconductor International, Inc.	73,451	-	37,884	-	50,021
Group 1 Automotive, Inc.	15,576	-	34,204	77	-
Liz Claiborne, Inc.	50,436	-	16,309	348	-
Macquarie Infrastructure Co. LLC	25,044	-	2,036	12	-
OfficeMax, Inc.	36,378	-	931	-	50,778
Pier 1 Imports, Inc.	7,356	-	1,589	-	-
Standard Microsystems Corp.	24,282	-	8,235	-	-
Williams-Sonoma, Inc.	59,923	-	87,084	2,119	-
Winnebago Industries, Inc.	17,252	-	1,920	-	29,575
Total	$ 684,659	$ 1,055	$ 403,319	$ 6,080	$ 198,433

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,119,618	$ 1,110,576	$ 9,042	$ -
Consumer Staples	370,303	370,303	-	-
Energy	767,180	766,764	416	-
Financials	1,880,144	1,860,927	19,217	-
Health Care	297,304	297,304	-	-
Industrials	1,154,059	1,154,059	-	-
Information Technology	1,000,700	981,422	19,278	-
Materials	549,878	517,635	32,243	-
Telecommunication Services	39,819	39,819	-	-
Utilities	510,362	510,362	-	-
Corporate Bonds	39,403	-	39,403	-
Money Market Funds	228,079	228,079	-	-
Total Investments in Securities	$ 7,956,849	$ 7,837,250	$ 119,599	$ -

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	87.6%
Canada	2.5%
Bermuda	1.9%
Switzerland	1.3%
Ireland	1.1%
Others (individually less than 1%)	5.6%
	100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $2,863,425,000 of which $104,185,000 and $2,759,240,000 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $176,712) - See accompanying schedule: Unaffiliated issuers (cost $9,296,668)	$ 7,530,337
Fidelity Central Funds (cost $228,079)	228,079
Other affiliated issuers (cost $525,343)	198,433
Total Investments (cost $10,050,090)		$ 7,956,849
Foreign currency held at value (cost $8)		8
Receivable for investments sold		28,854
Receivable for fund shares sold		6,877
Dividends receivable		4,048
Interest receivable		207
Distributions receivable from Fidelity Central Funds		61
Prepaid expenses		49
Other receivables		321
Total assets		7,997,274

Liabilities
Payable for investments purchased	$ 27,622
Payable for fund shares redeemed	14,612
Accrued management fee	3,213
Other affiliated payables	1,759
Other payables and accrued expenses	340
Collateral on securities loaned, at value	187,878
Total liabilities		235,424

Net Assets		$ 7,761,850
Net Assets consist of:
Paid in capital		$ 12,700,224
Undistributed net investment income		53,143
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,898,276)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(2,093,241)
Net Assets		$ 7,761,850

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, 2009

Value: Net Asset Value, offering price and redemption price per share ($7,277,680 ÷ 140,431 shares)		$ 51.82

Class K: Net Asset Value, offering price and redemption price per share ($484,170 ÷ 9,318 shares)		$ 51.96

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended October 31, 2009

Investment Income
Dividends (including $6,080 earned from other affiliated issuers)		$ 151,511
Interest		2,626
Income from Fidelity Central Funds		4,066
Total income		158,203

Expenses
Management fee Basic fee	$ 43,870
Performance adjustment	(19,246)
Transfer agent fees	22,000
Accounting and security lending fees	1,365
Custodian fees and expenses	162
Independent trustees' compensation	60
Depreciation in deferred trustee compensation account	(1)
Registration fees	104
Audit	89
Legal	47
Interest	9
Miscellaneous	234
Total expenses before reductions	48,693
Expense reductions	(175)	48,518
Net investment income (loss)		109,685
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(2,223,865)
Other affiliated issuers	(518,624)
Redemption in-kind with affiliated entities	(1,312,554)
Foreign currency transactions	626
Total net realized gain (loss)		(4,054,417)
Change in net unrealized appreciation (depreciation) on: Investment securities	4,591,538
Assets and liabilities in foreign currencies	28
Total change in net unrealized appreciation (depreciation)		4,591,566
Net gain (loss)		537,149
Net increase (decrease) in net assets resulting from operations		$ 646,834

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 109,685	$ 197,739
Net realized gain (loss)	(4,054,417)	(178,109)
Change in net unrealized appreciation (depreciation)	4,591,566	(10,166,976)
Net increase (decrease) in net assets resulting from operations	646,834	(10,147,346)
Distributions to shareholders from net investment income	(59,373)	(140,083)
Distributions to shareholders from net realized gain	-	(1,773,556)
Total distributions	(59,373)	(1,913,639)
Share transactions - net increase (decrease)	(4,068,805)	746,104
Total increase (decrease) in net assets	(3,481,344)	(11,314,881)

Net Assets
Beginning of period	11,243,194	22,558,075
End of period (including undistributed net investment income of $53,143 and undistributed net investment income of $168,944, respectively)	$ 7,761,850	$ 11,243,194

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

Annual Report

Financial Highlights - Value

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 43.78	$ 89.60	$ 83.82	$ 75.61	$ 68.71
Income from Investment Operations
Net investment income (loss)^B	.59	.75	.64	.61	.43
Net realized and unrealized gain (loss)	7.69	(38.92)	11.79	13.17	10.34
Total from investment operations	8.28	(38.17)	12.43	13.78	10.77
Distributions from net investment income	(.24)	(.56)	(.56)	(.43)	(.16)
Distributions from net realized gain	-	(7.09)	(6.09)	(5.14)	(3.71)
Total distributions	(.24)	(7.65)	(6.65)	(5.57)	(3.87)
Net asset value, end of period	$ 51.82	$ 43.78	$ 89.60	$ 83.82	$ 75.61
Total Return^A	19.12%	(46.34)%	15.82%	19.01%	16.13%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.64%	.76%	.70%	.67%	.73%
Expenses net of fee waivers, if any	.64%	.76%	.70%	.67%	.73%
Expenses net of all reductions	.64%	.76%	.69%	.66%	.72%
Net investment income (loss)	1.41%	1.10%	.74%	.76%	.58%
Supplemental Data
Net assets, end of period (in millions)	$ 7,278	$ 11,066	$ 22,558	$ 17,153	$ 13,040
Portfolio turnover rate^D	51%	50%	44%	36%	29%

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

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

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

^E 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

Years ended October 31,	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 43.82	$ 72.61
Income from Investment Operations
Net investment income (loss)^D	.72	.25
Net realized and unrealized gain (loss)	7.67	(29.04)
Total from investment operations	8.39	(28.79)
Distributions from net investment income	(.25)	-
Net asset value, end of period	$ 51.96	$ 43.82
Total Return^{B, C}	19.39%	(39.65)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.40%	.60%^A
Expenses net of fee waivers, if any	.40%	.60%^A
Expenses net of all reductions	.40%	.60%^A
Net investment income (loss)	1.64%	1.17%^A
Supplemental Data
Net assets, end of period (in millions)	$ 484	$ 177
Portfolio turnover rate^F	51%	50%

^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, 2009

(Amounts in thousands except ratios)

1. Organization.

Fidelity Value 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. The Fund offers Value 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. After commencement of Class K, the Fund began offering conversion privileges between Value and Class K to eligible shareholders of Value. 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.

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. Events or transactions occurring after period end through the date that the financial statements were issued, December 21, 2009, have been evaluated in the preparation of the financial statements. 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

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. Debt securities, including restricted securities, are valued based on quotations received from dealers who make markets in such securities or by independent pricing services. For corporate bonds, pricing services generally utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. 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

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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Annual Report

3. Significant Accounting Policies - continued

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

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 745,394
Gross unrealized depreciation	(2,873,470)
Net unrealized appreciation (depreciation)	$ (2,128,076)

Tax Cost	$ 10,084,925

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

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 53,376
Capital loss carryforward	$ (2,863,425)
Net unrealized appreciation (depreciation)	$ (2,128,077)

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 59,373	$ 140,083
Long-term Capital Gains	-	1,773,556
Total	$ 59,373	$ 1,913,639

4. Operating Policies.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,071,367 and $7,966,847, 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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

of the Fund, Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .32% 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 Value. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets
Value	$ 21,809	.29
Class K	191	.06
	$ 22,000

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 13,565	.43%	$ 9

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Redemption in-kind. During the period, 76,773 shares held by affiliated entities were redeemed in kind for cash and securities with a value of $2,880,935. The realized gain (loss) of $(1,312,554) on securities delivered through the in-kind redemption is included in the accompanying Statement of Operations and is not taxable to the Fund.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $44 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

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 $6,667. The weighted average interest rate was .71%. The interest expense amounted to one hundred and thirty one dollars under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Value's operating expenses. During the period, this reimbursement reduced the class' expenses by $15.

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 $155 for the period. In addition, through arrangements with the Fund's custodian, 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 $5.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Value	$ 58,273	$ 140,083
Class K	1,100	-
Total	$ 59,373	$ 140,083
From net realized gain
Value	$ -	$ 1,773,556

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009 ^B	2008 ^A	2009 ^B	2008 ^A
Value
Shares sold	25,560	55,280	$ 1,067,061	$ 3,772,797
Conversion to Class K	(5,438)	(4,127)	(212,325)	(218,559)
Reinvestment of distributions	1,539	23,834	56,603	1,855,500
Shares redeemed	(133,977)	(73,997)	(5,186,771)	(4,878,232)
Net increase (decrease)	(112,316)	990	$ (4,275,432)	$ 531,506
Class K
Shares sold	1,937	77	$ 85,453	$ 3,716
Conversion from Value	5,430	4,125	212,325	218,559
Reinvestment of distributions	30	-	1,100	-
Shares redeemed	(2,118)	(163)	(92,251)	(7,677)
Net increase (decrease)	5,279	4,039	$ 206,627	$ 214,598

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

^BConversion transactions for Class K and Value are for the period November 1, 2008 through August 31, 2009.

13. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Value 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 Value Fund (a fund of Fidelity Capital Trust) at October 31, 2009, 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 indicated 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 Value 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 21, 2009

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 (79)
	Year of Election or Appointment: 1978 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

Value designates 69% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Value designates 100% of the dividends distributed 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 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Value 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 for Fidelity Value (retail class), as well as the fund's relative investment performance for Fidelity Value (retail class) 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, 2008, the cumulative total returns of Fidelity Value (retail class) of the fund, 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. (Class K of the fund had less than one year of performance as of December 31, 2008.) 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 Fidelity Value (retail class) of the fund.

Annual Report

Fidelity Value Fund

fid910162

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Value (retail class) of the fund was in the fourth quartile for the one- and three-year periods and the third quartile for the five-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Value (retail class) through May 31, 2009 and stated that it exceeded the fund's benchmark.

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 11% means that 89% 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 Value Fund

fid910164

Furthermore, the Board considered that shareholders approved a prospective change in the index used to calculate the fund's performance adjustment, beginning December 1, 2002. The Board also considered that, because the performance adjustment is based on a rolling 36-month measurement period, during a transition period the fund's performance is compared to a blended index return that reflects the performance of the former index for the portion of the measurement period prior to December 1, 2002 and the performance of the current index for the remainder of the measurement period. The Board noted that the fund's performance adjustments for 2004 and 2005 shown in the chart above reflect the effect of using the blended index return to calculate 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expenses of each class ranked below its competitive median for the period.

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Managing Your Investments

By Phone

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

Press

fid909832 For mutual fund and brokerage trading.

fid909834 For quotes.*

fid909836 For account balances and holdings.

fid909838 To review orders and mutual
fund activity.

fid909840 To change your PIN.

fid909842 fid909844 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 Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)
For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

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 Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Research & Analysis Company

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

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

The Bank of New York Mellon
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®) fid909846 1-800-544-5555

Automated line for quickest service

VAL-UANN-1209
1.784783.106

fid909849

Fidelity®

Value

Fund -
Class K

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman'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>
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:

We invite you to contact us via the Internet, through our Investor Centers or by 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 Returns

Periods ended October 31, 2009	Past 1 year	Past 5 years	Past 10 years
Class K ^A	19.39%	0.53%	5.72%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Value Fund - Class K on October 31, 1999. The chart shows how the value of your investment would have changed, and also shows how the Russell Midcap® Value 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.

fid910188

Annual Report

Management's Discussion of Fund Performance

Comments from Richard Fentin, Portfolio Manager of Fidelity® Value Fund: During the year, the fund's Class K shares gained 19.39%, outpacing the Russell Midcap® Value Index, which returned 14.52%. Overweighting the consumer discretionary space - an area that decreased as a percentage of fund assets - was key to the fund's relative outperformance, including out-of-index stakes in auto-parts retailer AutoZone, boat and leisure products manufacturer Brunswick and automaker Ford Motor's convertible bonds. Unfortunately, not owning Ford's common stock, an index component, more than offset the gains from Ford's bonds, which were sold prior to period end. Other contributors in the space included regional casino operator Penn National Gaming and upscale home-goods retailer Williams-Sonoma. Elsewhere, overweighting technology along with good stock picks in industrials and materials were positives. The biggest drag on relative performance was from stock picking in the technology space, particularly in the hardware and equipment area. Overweighting NCR hurt when sales of the company's point-of-sale terminals and ATM machines were hit hard by the weak economy. Some picks in financials also hurt, especially early in the period, including an overweighting in regional bank Zions Bancorp and an out-of-index stake in Bank of America.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2009 to October 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value May 1, 2009	Ending Account Value October 31, 2009	Expenses Paid During Period* May 1, 2009 to October 31, 2009
Value	.73%
Actual		$ 1,000.00	$ 1,238.80	$ 4.12
Hypothetical^A		$ 1,000.00	$ 1,021.53	$ 3.72
Class K	.47%
Actual		$ 1,000.00	$ 1,240.10	$ 2.65
Hypothetical^A		$ 1,000.00	$ 1,022.84	$ 2.40

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Capital One Financial Corp.	1.4	0.6
PNC Financial Services Group, Inc.	1.3	0.7
JPMorgan Chase & Co.	1.3	1.1
The Stanley Works	1.2	1.2
Avnet, Inc.	1.2	1.4
Wells Fargo & Co.	1.1	0.6
Arrow Electronics, Inc.	1.1	1.3
Whirlpool Corp.	1.0	0.8
Avon Products, Inc.	1.0	0.8
Agilent Technologies, Inc.	1.0	0.9
	11.6
Top Five Market Sectors as of October 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	24.4	16.9
Industrials	14.9	13.4
Consumer Discretionary	14.4	24.7
Information Technology	13.0	17.7
Energy	9.9	6.6

Asset Allocation (% of fund's net assets)
As of October 31, 2009 *			As of April 30, 2009 **
	Stocks 98.9%			Stocks and Investment Companies 96.8%
	Convertible Securities 0.6%			Convertible Securities 2.4%
	Short-Term Investments and Net Other Assets 0.5%			Short-Term Investments and Net Other Assets 0.8%
* Foreign investments		12.4%	** Foreign investments		11.1%

fid910196

Annual Report

Investments October 31, 2009

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 14.4%
Auto Components - 1.8%
Autoliv, Inc.	258,200		$ 8,670
BorgWarner, Inc.	150,600		4,566
Johnson Controls, Inc.	1,811,877		43,340
The Goodyear Tire & Rubber Co. (a)	5,837,009		75,181
TRW Automotive Holdings Corp. (a)	592,800		9,277
			141,034
Automobiles - 1.1%
Bayerische Motoren Werke AG (BMW)	276,714		13,558
Fiat SpA (a)	676,500		10,114
Harley-Davidson, Inc.	687,424		17,131
Thor Industries, Inc.	520,167		13,639
Winnebago Industries, Inc. (d)(e)	2,571,751		29,575
			84,017
Diversified Consumer Services - 0.1%
Regis Corp.	445,546		7,236
Hotels, Restaurants & Leisure - 3.2%
Ameristar Casinos, Inc.	321,800		4,737
Brinker International, Inc.	2,295,900		29,020
Burger King Holdings, Inc.	1,464,078		25,124
Carnival Corp. unit	1,424,200		41,473
Darden Restaurants, Inc.	546,800		16,574
NH Hoteles SA (a)	107,200		562
Penn National Gaming, Inc. (a)	757,237		19,029
Starwood Hotels & Resorts Worldwide, Inc.	914,036		26,562
Vail Resorts, Inc. (a)(d)	453,800		15,629
WMS Industries, Inc. (a)	689,339		27,560
Wyndham Worldwide Corp.	2,265,104		38,620
			244,890
Household Durables - 3.9%
Black & Decker Corp.	1,438,136		67,909
Ethan Allen Interiors, Inc. (d)(e)	2,820,354		35,142
Harman International Industries, Inc.	429,600		16,157
KB Home	773,900		10,974
La-Z-Boy, Inc. (d)	1,080,700		7,673
Leggett & Platt, Inc.	2,772,450		53,591
Pulte Homes, Inc.	3,523,065		31,743
Whirlpool Corp.	1,134,100		81,190
			304,379
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Leisure Equipment & Products - 0.6%
Brunswick Corp.	2,922,808		$ 27,708
Eastman Kodak Co. (d)	4,555,000		17,081
			44,789
Media - 1.2%
Discovery Communications, Inc. Class C (a)	572,815		13,759
DISH Network Corp. Class A (a)	1,019,200		17,734
Interpublic Group of Companies, Inc. (a)	1,394,998		8,398
Live Nation, Inc. (a)	1,202,862		8,011
McGraw-Hill Companies, Inc.	504,056		14,507
United Business Media Ltd.	964,900		7,328
Virgin Media, Inc.	1,317,900		18,411
WPP PLC	1,008,633		9,042
			97,190
Multiline Retail - 0.4%
Macy's, Inc.	1,360,480		23,904
Nordstrom, Inc. (d)	238,495		7,579
			31,483
Specialty Retail - 1.9%
AnnTaylor Stores Corp. (a)	919,540		11,926
AutoZone, Inc. (a)	32,200		4,357
bebe Stores, Inc.	107,300		672
Best Buy Co., Inc.	177,500		6,777
Collective Brands, Inc. (a)	387,300		7,184
Limited Brands, Inc.	634,319		11,164
OfficeMax, Inc. (e)	4,442,560		50,778
PetSmart, Inc.	345,333		8,126
RadioShack Corp.	321,900		5,437
Sherwin-Williams Co.	84,090		4,796
The Children's Place Retail Stores, Inc. (a)(d)	257,500		8,098
Williams-Sonoma, Inc.	1,655,249		31,086
			150,401
Textiles, Apparel & Luxury Goods - 0.2%
Iconix Brand Group, Inc. (a)	643,371		7,502
Liz Claiborne, Inc. (d)	1,166,800		6,697
			14,199
TOTAL CONSUMER DISCRETIONARY			1,119,618
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 4.8%
Beverages - 0.6%
Anheuser-Busch InBev SA NV	452,048		$ 21,290
Carlsberg AS:
Series A	178,400		13,051
Series B	165,300		11,668
			46,009
Food & Staples Retailing - 1.1%
Safeway, Inc.	1,153,100		25,749
SUPERVALU, Inc.	1,589,600		25,227
Sysco Corp.	840,900		22,242
Winn-Dixie Stores, Inc. (a)	878,456		9,742
			82,960
Food Products - 1.8%
Bunge Ltd.	775,188		44,232
Corn Products International, Inc.	933,418		26,304
Marine Harvest ASA (a)	22,932,000		16,700
Ralcorp Holdings, Inc. (a)	225,186		12,092
Smithfield Foods, Inc. (a)(d)	1,231,900		16,434
Tyson Foods, Inc. Class A	1,938,274		24,267
			140,029
Household Products - 0.2%
Energizer Holdings, Inc. (a)	233,028		14,184
Personal Products - 1.0%
Avon Products, Inc.	2,509,270		80,422
Tobacco - 0.1%
Lorillard, Inc.	86,200		6,699
TOTAL CONSUMER STAPLES			370,303
ENERGY - 9.9%
Energy Equipment & Services - 4.0%
BJ Services Co.	2,107,747		40,469
ENSCO International, Inc.	547,200		25,056
Exterran Holdings, Inc. (a)	246,700		5,040
Helmerich & Payne, Inc.	982,905		37,370
Nabors Industries Ltd. (a)	1,605,840		33,450
National Oilwell Varco, Inc. (a)	1,117,739		45,816
Patterson-UTI Energy, Inc.	2,794,700		43,541
Pride International, Inc. (a)	375,500		11,100
Seahawk Drilling, Inc. (a)	107,300		2,897
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Smith International, Inc.	882,700		$ 24,477
Weatherford International Ltd. (a)	2,286,596		40,084
			309,300
Oil, Gas & Consumable Fuels - 5.9%
Arch Coal, Inc.	584,800		12,667
Brigham Exploration Co. (a)	107,200		1,018
Cabot Oil & Gas Corp.	1,060,700		40,805
Canadian Natural Resources Ltd.	398,700		25,855
Chesapeake Energy Corp.	967,200		23,696
Compton Petroleum Corp. (a)	1,950,600		1,981
EOG Resources, Inc.	613,000		50,058
EXCO Resources, Inc.	1,545,000		24,133
Frontier Oil Corp.	321,700		4,459
Holly Corp.	118,000		3,423
Iteration Energy Ltd. (a)	1,950,600		2,054
Marathon Oil Corp.	1,485,272		47,484
Painted Pony Petroleum Ltd. (a)(f)	76,600		416
Painted Pony Petroleum Ltd. Class A (a)	52,700		285
Petrohawk Energy Corp. (a)	1,546,800		36,381
Plains Exploration & Production Co. (a)	322,100		8,536
Range Resources Corp.	749,488		37,512
SandRidge Energy, Inc. (a)	750,700		7,680
Southwestern Energy Co. (a)	998,000		43,493
Suncor Energy, Inc.	1,162,100		38,549
Sunoco, Inc.	160,871		4,955
Ultra Petroleum Corp. (a)	874,155		42,440
			457,880
TOTAL ENERGY			767,180
FINANCIALS - 24.1%
Capital Markets - 1.7%
Ameriprise Financial, Inc.	525,858		18,231
Bank of New York Mellon Corp.	1,300,327		34,667
Invesco Ltd.	708,100		14,976
Morgan Stanley	764,700		24,562
Och-Ziff Capital Management Group LLC Class A	750,971		9,109
TD Ameritrade Holding Corp. (a)	1,738,750		33,558
			135,103
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - 7.3%
Associated Banc-Corp.	1,056,358		$ 13,532
Banco Santander (Brasil) SA ADR (a)	308,900		3,664
BB&T Corp.	195,100		4,665
Boston Private Financial Holdings, Inc.	885,626		5,269
CapitalSource, Inc.	3,585,247		12,763
Comerica, Inc.	1,689,700		46,889
Fifth Third Bancorp	4,583,231		40,974
Huntington Bancshares, Inc.	8,745,245		33,319
KeyCorp	7,519,258		40,529
Marshall & Ilsley Corp.	3,114,173		16,567
Mitsubishi UFJ Financial Group, Inc.	1,393,800		7,424
PNC Financial Services Group, Inc.	2,130,810		104,282
Regions Financial Corp.	2,144,200		10,378
SunTrust Banks, Inc.	214,400		4,097
SVB Financial Group (a)	160,966		6,640
TCF Financial Corp. (d)	1,443,000		17,071
U.S. Bancorp, Delaware	2,404,000		55,821
Umpqua Holdings Corp.	1,134,700		11,245
Wells Fargo & Co.	3,032,231		83,447
Wilmington Trust Corp., Delaware (d)	1,576,001		18,991
Zions Bancorp (d)	2,308,960		32,695
			570,262
Consumer Finance - 2.4%
American Express Co.	1,149,400		40,045
Capital One Financial Corp.	2,923,600		107,008
Discover Financial Services	2,755,603		38,964
			186,017
Diversified Financial Services - 2.5%
Bank of America Corp.	4,682,860		68,276
JPMorgan Chase & Co.	2,375,200		99,212
Moody's Corp. (d)	997,333		23,617
			191,105
Insurance - 4.2%
Aon Corp.	214,600		8,264
Arthur J. Gallagher & Co.	622,319		13,884
Everest Re Group Ltd.	435,345		38,088
Lincoln National Corp.	2,360,232		56,244
Loews Corp.	1,429,954		47,331
Marsh & McLennan Companies, Inc.	2,554,551		59,930
MBIA, Inc. (a)(d)	1,072,500		4,354
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
MetLife, Inc.	381,300		$ 12,976
PartnerRe Ltd.	449,400		34,370
Unum Group	1,191,713		23,775
Validus Holdings Ltd.	375,251		9,494
Willis Group Holdings Ltd.	394,700		10,657
XL Capital Ltd. Class A	429,606		7,050
			326,417
Real Estate Investment Trusts - 4.8%
Alexandria Real Estate Equities, Inc. (d)	531,800		28,808
Camden Property Trust (SBI)	648,047		23,492
CBL & Associates Properties, Inc.	691,600		5,643
Corporate Office Properties Trust (SBI)	441,900		14,667
Digital Realty Trust, Inc.	236,192		10,659
Duke Realty LP	1,566,400		17,606
Essex Property Trust, Inc.	151,800		11,412
Highwoods Properties, Inc. (SBI)	350,200		9,638
Mack-Cali Realty Corp.	365,380		11,309
ProLogis Trust	3,610,883		40,911
Public Storage	222,400		16,369
Regency Centers Corp.	527,555		17,699
Segro PLC	750,900		4,352
Simon Property Group, Inc.	270,136		18,340
SL Green Realty Corp.	522,900		20,268
The Macerich Co. (d)	825,976		24,614
U-Store-It Trust	201,600		1,149
Ventas, Inc.	903,600		36,261
Vornado Realty Trust	961,154		57,246
			370,443
Real Estate Management & Development - 0.8%
Allgreen Properties Ltd.	2,047,000		1,652
Avatar Holdings, Inc. (a)	97,500		1,589
Brookfield Properties Corp.	1,648,400		17,126
CB Richard Ellis Group, Inc. Class A (a)	3,984,923		41,244
The St. Joe Co. (a)	42,900		1,027
			62,638
Thrifts & Mortgage Finance - 0.4%
New York Community Bancorp, Inc. (d)	2,596,700		28,018
TOTAL FINANCIALS			1,870,003
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 3.8%
Biotechnology - 0.3%
Biogen Idec, Inc. (a)	160,800		$ 6,775
Clinical Data, Inc. (a)	340,379		5,371
Dendreon Corp. (a)(d)	182,900		4,622
Genzyme Corp. (a)	42,900		2,171
GTx, Inc. (a)	214,529		1,926
OREXIGEN Therapeutics, Inc. (a)	480,200		3,102
			23,967
Health Care Equipment & Supplies - 0.8%
C. R. Bard, Inc.	32,200		2,417
Cooper Companies, Inc.	661,948		18,541
Covidien PLC	324,300		13,660
ev3, Inc. (a)	965,421		11,373
Hospira, Inc. (a)	75,100		3,352
Orthofix International NV (a)	282,546		9,041
Stryker Corp.	42,900		1,973
			60,357
Health Care Providers & Services - 2.2%
Brookdale Senior Living, Inc.	1,240,067		20,883
CIGNA Corp.	664,900		18,511
Henry Schein, Inc. (a)	680,056		35,927
Humana, Inc. (a)	568,537		21,366
McKesson Corp.	500,100		29,371
Quest Diagnostics, Inc.	42,900		2,399
Universal Health Services, Inc. Class B	547,968		30,494
VCA Antech, Inc. (a)	632,700		15,071
			174,022
Pharmaceuticals - 0.5%
Cadence Pharmaceuticals, Inc. (a)	538,012		4,858
King Pharmaceuticals, Inc. (a)	2,259,600		22,890
Teva Pharmaceutical Industries Ltd. sponsored ADR	125,822		6,351
ViroPharma, Inc. (a)	644,400		4,859
			38,958
TOTAL HEALTH CARE			297,304
INDUSTRIALS - 14.8%
Aerospace & Defense - 0.9%
Heico Corp. Class A	719,872		22,215
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Precision Castparts Corp.	414,200		$ 39,569
Raytheon Co.	171,500		7,766
			69,550
Air Freight & Logistics - 0.4%
United Parcel Service, Inc. Class B	622,200		33,400
Airlines - 0.2%
Delta Air Lines, Inc. (a)	2,155,300		15,389
Hawaiian Holdings, Inc. (a)	321,721		2,281
			17,670
Building Products - 1.6%
Armstrong World Industries, Inc. (a)	107,217		3,994
Masco Corp.	5,369,800		63,095
Owens Corning (a)	2,713,385		59,993
			127,082
Commercial Services & Supplies - 2.5%
ACCO Brands Corp. (a)(e)	2,754,056		16,690
Clean Harbors, Inc. (a)	505,258		28,522
Consolidated Graphics, Inc. (a)(e)	808,914		16,227
R.R. Donnelley & Sons Co.	2,302,034		46,225
Republic Services, Inc.	2,543,607		65,905
The Brink's Co.	751,700		17,838
			191,407
Construction & Engineering - 0.2%
Dycom Industries, Inc. (a)	1,463,300		14,457
Electrical Equipment - 0.9%
Acuity Brands, Inc.	515,900		16,333
Baldor Electric Co.	236,000		6,101
Cooper Industries PLC Class A	310,999		12,033
Regal-Beloit Corp.	247,353		11,596
Renewable Energy Corp. AS (a)(d)	429,000		2,576
SunPower Corp. Class B (a)	617,300		13,371
Zumtobel AG (a)	482,623		8,366
			70,376
Industrial Conglomerates - 0.3%
Carlisle Companies, Inc.	796,130		24,712
Machinery - 3.9%
AGCO Corp. (a)	160,800		4,520
Albany International Corp. Class A	870,685		14,506
Crane Co.	245,500		6,837
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Cummins, Inc.	1,058,185		$ 45,565
Deere & Co.	422,700		19,254
Eaton Corp.	437,150		26,426
Ingersoll-Rand Co. Ltd.	712,400		22,505
Kennametal, Inc.	818,000		19,272
Navistar International Corp. (a)	796,600		26,399
Oshkosh Co.	289,350		9,045
Pentair, Inc.	563,019		16,384
Robbins & Myers, Inc.	64,300		1,492
The Stanley Works	2,039,400		92,242
			304,447
Professional Services - 1.1%
Equifax, Inc.	96,500		2,642
Experian PLC	1,510,228		13,860
IHS, Inc. Class A (a)	366,800		18,986
Manpower, Inc.	549,472		26,050
Monster Worldwide, Inc. (a)	1,577,719		22,908
			84,446
Road & Rail - 2.3%
Avis Budget Group, Inc. (a)	477,800		4,014
Canadian National Railway Co.	600,200		28,989
Con-way, Inc.	1,150,600		37,958
CSX Corp.	792,400		33,423
Ryder System, Inc.	1,200,888		48,696
Union Pacific Corp.	536,400		29,577
			182,657
Trading Companies & Distributors - 0.3%
W.W. Grainger, Inc.	221,400		20,752
Transportation Infrastructure - 0.2%
Macquarie Infrastructure Co. LLC	1,623,694		13,103
TOTAL INDUSTRIALS			1,154,059
INFORMATION TECHNOLOGY - 12.9%
Communications Equipment - 0.6%
Motorola, Inc.	5,562,500		47,671
Computers & Peripherals - 0.9%
NCR Corp. (a)	4,111,222		41,729
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Seagate Technology	1,342,900		$ 18,733
Western Digital Corp. (a)	322,200		10,852
			71,314
Electronic Equipment & Components - 5.5%
Agilent Technologies, Inc.	3,148,151		77,885
Arrow Electronics, Inc. (a)	3,247,160		82,283
Avnet, Inc. (a)	3,626,744		89,871
Corning, Inc.	1,816,800		26,543
Flextronics International Ltd. (a)	8,923,900		57,827
Itron, Inc. (a)	341,897		20,527
Keyence Corp.	42,900		8,517
Tyco Electronics Ltd.	3,033,667		64,465
			427,918
Internet Software & Services - 0.5%
VeriSign, Inc. (a)	1,280,384		29,206
Yahoo!, Inc. (a)	730,000		11,607
			40,813
IT Services - 0.9%
Accenture PLC Class A	768,800		28,507
Fiserv, Inc. (a)	75,100		3,445
Hewitt Associates, Inc. Class A (a)	300,190		10,663
The Western Union Co.	365,429		6,640
Visa, Inc. Class A	304,700		23,084
			72,339
Office Electronics - 1.0%
Xerox Corp.	9,700,910		72,951
Semiconductors & Semiconductor Equipment - 3.2%
Applied Materials, Inc.	2,931,800		35,768
ASML Holding NV (NY Shares)	1,738,866		46,845
Fairchild Semiconductor International, Inc. (a)(e)	6,687,346		50,021
KLA-Tencor Corp.	333,300		10,836
Lam Research Corp. (a)	241,700		8,150
Maxim Integrated Products, Inc.	631,200		10,522
Micron Technology, Inc. (a)	4,219,183		28,648
MKS Instruments, Inc. (a)	645,035		10,088
National Semiconductor Corp.	1,943,438		25,148
Standard Microsystems Corp. (a)	887,232		17,088
			243,114
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 0.3%
BMC Software, Inc. (a)	269,000		$ 9,996
Nintendo Co. Ltd.	42,900		10,761
Software AG (Bearer)	42,900		3,823
			24,580
TOTAL INFORMATION TECHNOLOGY			1,000,700
MATERIALS - 7.1%
Chemicals - 2.4%
Albemarle Corp.	1,666,051		52,614
Ashland, Inc.	227,300		7,851
Cabot Corp.	268,200		5,882
Calgon Carbon Corp. (a)	1,111,106		17,600
Celanese Corp. Class A	746,500		20,491
Cytec Industries, Inc.	260,500		8,641
FMC Corp.	492,952		25,190
Solutia, Inc. (a)	1,763,269		19,396
W.R. Grace & Co. (a)	1,305,345		28,574
			186,239
Construction Materials - 0.8%
HeidelbergCement AG	437,466		26,220
Texas Industries, Inc. (d)	290,700		9,677
Vulcan Materials Co. (d)	646,480		29,757
			65,654
Containers & Packaging - 1.6%
Ball Corp.	631,890		31,171
Owens-Illinois, Inc. (a)	2,068,354		65,939
Packaging Corp. of America	654,000		11,955
Rexam PLC	2,572,977		11,701
			120,766
Metals & Mining - 1.8%
Agnico-Eagle Mines Ltd. (Canada)	107,600		5,724
Alcoa, Inc.	1,363,140		16,930
Barrick Gold Corp.	457,700		16,468
Commercial Metals Co.	595,942		8,844
Eldorado Gold Corp. (a)	557,000		6,203
Goldcorp, Inc.	128,400		4,717
Lihir Gold Ltd.	4,060,167		11,102
Newcrest Mining Ltd.	735,716		21,141
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Newmont Mining Corp.	478,186		$ 20,782
Randgold Resources Ltd. sponsored ADR	357,866		23,873
			135,784
Paper & Forest Products - 0.5%
Weyerhaeuser Co.	1,140,200		41,435
TOTAL MATERIALS			549,878
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.2%
Iliad Group SA	32,182		3,490
Qwest Communications International, Inc.	4,167,184		14,960
			18,450
Wireless Telecommunication Services - 0.3%
Sprint Nextel Corp. (a)	7,219,400		21,369
TOTAL TELECOMMUNICATION SERVICES			39,819
UTILITIES - 6.6%
Electric Utilities - 3.5%
Allegheny Energy, Inc.	1,608,187		36,699
American Electric Power Co., Inc.	1,585,349		47,909
Entergy Corp.	859,960		65,976
Exelon Corp.	282,025		13,244
FirstEnergy Corp.	1,467,300		63,505
Pinnacle West Capital Corp.	1,372,720		42,994
			270,327
Gas Utilities - 0.2%
Energen Corp.	292,600		12,839
Independent Power Producers & Energy Traders - 1.4%
AES Corp.	4,044,900		52,867
Calpine Corp. (a)	640,900		7,204
Constellation Energy Group, Inc.	815,700		25,221
Dynegy, Inc. Class A (a)	1,287,000		2,574
NRG Energy, Inc. (a)	959,466		22,058
			109,924
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Multi-Utilities - 1.5%
PG&E Corp.	1,150,930		$ 47,062
Sempra Energy	1,364,627		70,210
			117,272
TOTAL UTILITIES			510,362
TOTAL COMMON STOCKS (Cost $9,777,349)		7,679,226
Convertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%
Capital Markets - 0.1%
Legg Mason, Inc. 7.00%	293,600		10,141
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $14,680)		10,141

Convertible Bonds - 0.5%
	Principal Amount (000s)
CONSUMER DISCRETIONARY - 0.0%
Hotels, Restaurants & Leisure - 0.0%
Gaylord Entertainment Co. 3.75% 10/1/14 (f)	$ 1,950		1,693
FINANCIALS - 0.2%
Real Estate Investment Trusts - 0.1%
Digital Realty Trust LP 5.5% 4/15/29 (f)	4,890		5,989
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (a)(f)	19,609		8,216
TOTAL FINANCIALS			14,205
INDUSTRIALS - 0.1%
Electrical Equipment - 0.1%
SunPower Corp. 4.75% 4/15/14	4,210		4,865
Industrial Conglomerates - 0.0%
Textron, Inc. 4.5% 5/1/13	2,650		4,113
TOTAL INDUSTRIALS			8,978
Convertible Bonds - continued
	Principal Amount (000s)		Value (000s)
INFORMATION TECHNOLOGY - 0.1%
Semiconductors & Semiconductor Equipment - 0.1%
Micron Technology, Inc. 4.25% 10/15/13	$ 2,420		$ 3,675
MATERIALS - 0.1%
Metals & Mining - 0.1%
Newmont Mining Corp. 3% 2/15/12	3,650		4,379
United States Steel Corp. 4% 5/15/14	4,890		6,473
			10,852
TOTAL CONVERTIBLE BONDS (Cost $29,982)		39,403

Money Market Funds - 3.0%
	Shares
Fidelity Cash Central Fund, 0.20% (c)	40,200,655		40,201
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	187,878,086		187,878
TOTAL MONEY MARKET FUNDS (Cost $228,079)		228,079
TOTAL INVESTMENT PORTFOLIO - 102.5% (Cost $10,050,090)			7,956,849
NET OTHER ASSETS - (2.5)%			(194,999)
NET ASSETS - 100%		$ 7,761,850

Legend

(a) Non-income producing

(b) Investment made with cash collateral received from securities on loan.

(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	$ 252
Fidelity Securities Lending Cash Central Fund	3,814
Total	$ 4,066

Other Affiliated Issuers

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 12,722	$ -	$ 3,772	$ -	$ 16,690
Arrow Electronics, Inc.	104,931	-	56,242	-	-
Asbury Automotive Group, Inc.	6,738	-	17,908	-	-
Briggs & Stratton Corp.	41,034	-	39,167	1,079	-
Brunswick Corp.	19,311	-	14,796	278	-
Con-way, Inc.	92,865	1,055	57,622	898	-
Consolidated Graphics, Inc.	10,524	-	-	-	16,227
Dycom Industries, Inc.	36,380	-	23,620	-	-
Ethan Allen Interiors, Inc.	50,456	-	-	1,269	35,142
Fairchild Semiconductor International, Inc.	73,451	-	37,884	-	50,021
Group 1 Automotive, Inc.	15,576	-	34,204	77	-
Liz Claiborne, Inc.	50,436	-	16,309	348	-
Macquarie Infrastructure Co. LLC	25,044	-	2,036	12	-
OfficeMax, Inc.	36,378	-	931	-	50,778
Pier 1 Imports, Inc.	7,356	-	1,589	-	-
Standard Microsystems Corp.	24,282	-	8,235	-	-
Williams-Sonoma, Inc.	59,923	-	87,084	2,119	-
Winnebago Industries, Inc.	17,252	-	1,920	-	29,575
Total	$ 684,659	$ 1,055	$ 403,319	$ 6,080	$ 198,433

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,119,618	$ 1,110,576	$ 9,042	$ -
Consumer Staples	370,303	370,303	-	-
Energy	767,180	766,764	416	-
Financials	1,880,144	1,860,927	19,217	-
Health Care	297,304	297,304	-	-
Industrials	1,154,059	1,154,059	-	-
Information Technology	1,000,700	981,422	19,278	-
Materials	549,878	517,635	32,243	-
Telecommunication Services	39,819	39,819	-	-
Utilities	510,362	510,362	-	-
Corporate Bonds	39,403	-	39,403	-
Money Market Funds	228,079	228,079	-	-
Total Investments in Securities	$ 7,956,849	$ 7,837,250	$ 119,599	$ -

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	87.6%
Canada	2.5%
Bermuda	1.9%
Switzerland	1.3%
Ireland	1.1%
Others (individually less than 1%)	5.6%
	100.0%

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $2,863,425,000 of which $104,185,000 and $2,759,240,000 will expire on October 31, 2016 and 2017, respectively.

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, 2009

Assets
Investment in securities, at value (including securities loaned of $176,712) - See accompanying schedule: Unaffiliated issuers (cost $9,296,668)	$ 7,530,337
Fidelity Central Funds (cost $228,079)	228,079
Other affiliated issuers (cost $525,343)	198,433
Total Investments (cost $10,050,090)		$ 7,956,849
Foreign currency held at value (cost $8)		8
Receivable for investments sold		28,854
Receivable for fund shares sold		6,877
Dividends receivable		4,048
Interest receivable		207
Distributions receivable from Fidelity Central Funds		61
Prepaid expenses		49
Other receivables		321
Total assets		7,997,274

Liabilities
Payable for investments purchased	$ 27,622
Payable for fund shares redeemed	14,612
Accrued management fee	3,213
Other affiliated payables	1,759
Other payables and accrued expenses	340
Collateral on securities loaned, at value	187,878
Total liabilities		235,424

Net Assets		$ 7,761,850
Net Assets consist of:
Paid in capital		$ 12,700,224
Undistributed net investment income		53,143
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,898,276)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(2,093,241)
Net Assets		$ 7,761,850

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, 2009

Value: Net Asset Value, offering price and redemption price per share ($7,277,680 ÷ 140,431 shares)		$ 51.82

Class K: Net Asset Value, offering price and redemption price per share ($484,170 ÷ 9,318 shares)		$ 51.96

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended October 31, 2009

Investment Income
Dividends (including $6,080 earned from other affiliated issuers)		$ 151,511
Interest		2,626
Income from Fidelity Central Funds		4,066
Total income		158,203

Expenses
Management fee Basic fee	$ 43,870
Performance adjustment	(19,246)
Transfer agent fees	22,000
Accounting and security lending fees	1,365
Custodian fees and expenses	162
Independent trustees' compensation	60
Depreciation in deferred trustee compensation account	(1)
Registration fees	104
Audit	89
Legal	47
Interest	9
Miscellaneous	234
Total expenses before reductions	48,693
Expense reductions	(175)	48,518
Net investment income (loss)		109,685
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(2,223,865)
Other affiliated issuers	(518,624)
Redemption in-kind with affiliated entities	(1,312,554)
Foreign currency transactions	626
Total net realized gain (loss)		(4,054,417)
Change in net unrealized appreciation (depreciation) on: Investment securities	4,591,538
Assets and liabilities in foreign currencies	28
Total change in net unrealized appreciation (depreciation)		4,591,566
Net gain (loss)		537,149
Net increase (decrease) in net assets resulting from operations		$ 646,834

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, 2009	Year ended October 31, 2008
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 109,685	$ 197,739
Net realized gain (loss)	(4,054,417)	(178,109)
Change in net unrealized appreciation (depreciation)	4,591,566	(10,166,976)
Net increase (decrease) in net assets resulting from operations	646,834	(10,147,346)
Distributions to shareholders from net investment income	(59,373)	(140,083)
Distributions to shareholders from net realized gain	-	(1,773,556)
Total distributions	(59,373)	(1,913,639)
Share transactions - net increase (decrease)	(4,068,805)	746,104
Total increase (decrease) in net assets	(3,481,344)	(11,314,881)

Net Assets
Beginning of period	11,243,194	22,558,075
End of period (including undistributed net investment income of $53,143 and undistributed net investment income of $168,944, respectively)	$ 7,761,850	$ 11,243,194

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

Annual Report

Financial Highlights - Value

Years ended October 31,	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 43.78	$ 89.60	$ 83.82	$ 75.61	$ 68.71
Income from Investment Operations
Net investment income (loss)^B	.59	.75	.64	.61	.43
Net realized and unrealized gain (loss)	7.69	(38.92)	11.79	13.17	10.34
Total from investment operations	8.28	(38.17)	12.43	13.78	10.77
Distributions from net investment income	(.24)	(.56)	(.56)	(.43)	(.16)
Distributions from net realized gain	-	(7.09)	(6.09)	(5.14)	(3.71)
Total distributions	(.24)	(7.65)	(6.65)	(5.57)	(3.87)
Net asset value, end of period	$ 51.82	$ 43.78	$ 89.60	$ 83.82	$ 75.61
Total Return^A	19.12%	(46.34)%	15.82%	19.01%	16.13%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.64%	.76%	.70%	.67%	.73%
Expenses net of fee waivers, if any	.64%	.76%	.70%	.67%	.73%
Expenses net of all reductions	.64%	.76%	.69%	.66%	.72%
Net investment income (loss)	1.41%	1.10%	.74%	.76%	.58%
Supplemental Data
Net assets, end of period (in millions)	$ 7,278	$ 11,066	$ 22,558	$ 17,153	$ 13,040
Portfolio turnover rate^D	51%	50%	44%	36%	29%

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

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

^D 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

Years ended October 31,	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 43.82	$ 72.61
Income from Investment Operations
Net investment income (loss)^D	.72	.25
Net realized and unrealized gain (loss)	7.67	(29.04)
Total from investment operations	8.39	(28.79)
Distributions from net investment income	(.25)	-
Net asset value, end of period	$ 51.96	$ 43.82
Total Return^{B, C}	19.39%	(39.65)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.40%	.60%^A
Expenses net of fee waivers, if any	.40%	.60%^A
Expenses net of all reductions	.40%	.60%^A
Net investment income (loss)	1.64%	1.17%^A
Supplemental Data
Net assets, end of period (in millions)	$ 484	$ 177
Portfolio turnover rate^F	51%	50%

^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, 2009

(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.

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. Events or transactions occurring after period end through the date that the financial statements were issued, December 21, 2009, have been evaluated in the preparation of the financial statements. 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

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. Debt securities, including restricted securities, are valued based on quotations received from dealers who make markets in such securities or by independent pricing services. For corporate bonds, pricing services generally utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. 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

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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Annual Report

3. Significant Accounting Policies - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 745,394
Gross unrealized depreciation	(2,873,470)
Net unrealized appreciation (depreciation)	$ (2,128,076)

Tax Cost	$ 10,084,925

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

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 53,376
Capital loss carryforward	$ (2,863,425)
Net unrealized appreciation (depreciation)	$ (2,128,077)

The tax character of distributions paid was as follows:

	October 31, 2009	October 31, 2008
Ordinary Income	$ 59,373	$ 140,083
Long-term Capital Gains	-	1,773,556
Total	$ 59,373	$ 1,913,639

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,071,367 and $7,966,847, 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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 Value. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets
Value	$ 21,809	.29
Class K	191	.06
	$ 22,000

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 13,565	.43%	$ 9

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $44 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

9. Bank Borrowings.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Value's operating expenses. During the period, this reimbursement reduced the class' expenses by $15.

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 $155 for the period. In addition, through arrangements with the Fund's custodian, 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 $5.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,	2009	2008
From net investment income
Value	$ 58,273	$ 140,083
Class K	1,100	-
Total	$ 59,373	$ 140,083
From net realized gain
Value	$ -	$ 1,773,556

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended October 31,	2009 ^B	2008 ^A	2009 ^B	2008 ^A
Value
Shares sold	25,560	55,280	$ 1,067,061	$ 3,772,797
Conversion to Class K	(5,438)	(4,127)	(212,325)	(218,559)
Reinvestment of distributions	1,539	23,834	56,603	1,855,500
Shares redeemed	(133,977)	(73,997)	(5,186,771)	(4,878,232)
Net increase (decrease)	(112,316)	990	$ (4,275,432)	$ 531,506
Class K
Shares sold	1,937	77	$ 85,453	$ 3,716
Conversion from Value	5,430	4,125	212,325	218,559
Reinvestment of distributions	30	-	1,100	-
Shares redeemed	(2,118)	(163)	(92,251)	(7,677)
Net increase (decrease)	5,279	4,039	$ 206,627	$ 214,598

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

^BConversion transactions for Class K and Value are for the period November 1, 2008 through August 31, 2009.

13. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Value 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 Value Fund (a fund of Fidelity Capital Trust) at October 31, 2009, 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 indicated 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 Value 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 21, 2009

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 1-800-835-5092.

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 (79)
	Year of Election or Appointment: 1978 Mr. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. 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 (74)
	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.

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 (61)
	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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Currently, Mr. Dirks serves as a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (56)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). 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 Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (65)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach is an Advisory Partner of Clayton, Dubilier & Rice, Inc. (private equity investment). 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. Mr. Lautenbach is also 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 (65)
	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, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (65)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small 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. In addition, Ms. Small 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 (70)
	Year of Election or Appointment: 2002 Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). 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, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos 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, 2005-present). Mr. Stavropoulos 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 (60)
	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), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (59)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present), and as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley 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, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (65)
	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 FMR Co., Inc. In addition, Mr. Lynch 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 (40)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2009-present) and 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).
Bruce T. Herring (44)
	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.
Brian B. Hogan (45)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also serves as Senior Vice President, Equity Research of FMR (2006-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as a portfolio manager.
Scott C. Goebel (41)
	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) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (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).
William C. Coffey (40)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Vice President and Associate General Counsel of FMR LLC (2005-present), and is an employee of Fidelity Investments.
Holly C. Laurent (55)
	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), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (51)
	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. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (62)
	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), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (48)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).
Bryan A. Mehrmann (48)
	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 Company, Inc. (FIIOC) Client Services (1998-2004).
Adrien E. Deberghes (42)
	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).
John R. Hebble (51)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Paul M. Murphy (62)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. 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 (51)
	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).

Annual Report

Distributions (Unaudited)

The K Class designates 63% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The K Class designates 100% of the dividends distributed 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 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Value 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 for Fidelity Value (retail class), as well as the fund's relative investment performance for Fidelity Value (retail class) 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, 2008, the cumulative total returns of Fidelity Value (retail class) of the fund, 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. (Class K of the fund had less than one year of performance as of December 31, 2008.) 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 Fidelity Value (retail class) of the fund.

Annual Report

Fidelity Value Fund

fid910162

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Value (retail class) through May 31, 2009 and stated that it exceeded the fund's benchmark.

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 11% means that 89% 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 Value Fund

fid910164

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 total expenses of each class ranked below its competitive median for the period.

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Managing Your Investments

By Phone

(phone_graphic)
Fidelity Workplace
Investing
1-800-835-5092

By PC

(computer_graphic)
Fidelity's Web Site
www.401k.com

Annual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)
For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

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

FIL 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

The Bank of New York Mellon
New York, NY

VAL-K-UANN-1209
1.863246.101

fid909849

Item 2. Code of Ethics

As of the end of the period, October 31, 2009, Fidelity Capital Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Small Cap Independence Fund and Fidelity Stock Selector (the "Funds"):

Services Billed by Deloitte Entities

October 31, 2009 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Small Cap Independence Fund	$42,000	$-	$4,700	$-
Fidelity Stock Selector	$50,000	$-	$4,500	$-

October 31, 2008 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Small Cap Independence Fund	$42,000	$-	$4,500	$-
Fidelity Stock Selector	$51,000	$-	$4,500	$-

^AAmounts may reflect rounding.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Capital Appreciation Fund, Fidelity Disciplined Equity Fund, Fidelity Focused Stock Fund, and Fidelity Value Fund (the "Funds"):

Services Billed by PwC

October 31, 2009 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Capital Appreciation Fund	$62,000	$-	$3,200	$5,000
Fidelity Disciplined Equity Fund	$81,000	$-	$3,200	$8,800
Fidelity Focused Stock Fund	$42,000	$-	$3,200	$1,500
Fidelity Value Fund	$76,000	$-	$4,200	$7,300

October 31, 2008 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Capital Appreciation Fund	$74,000	$-	$4,700	$7,200
Fidelity Disciplined Equity Fund	$74,000	$-	$3,900	$10,800
Fidelity Focused Stock Fund	$38,000	$-	$3,900	$1,500
Fidelity Value Fund	$89,000	$-	$4,700	$15,000

^AAmounts may reflect rounding.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

	October 31, 2009^A	October 31, 2008^A
Audit-Related Fees	$685,000	$745,000
Tax Fees	$2,000	$-
All Other Fees	$215,000	$470,000^B

^A Amounts may reflect rounding.

^B Reflects current period presentation.

Services Billed by PwC

	October 31, 2009^A	October 31, 2008^A
Audit-Related Fees	$2,825,000	$2,295,000^B
Tax Fees	$2,000	$-
All Other Fees	$-	$-^B

^A Amounts may reflect rounding.

^B Reflects current period presentation.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for assurance services provided to the fund or Fund Service Provider that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By	October 31, 2009^A	October 31, 2008^A
PwC	$3,490,000	$3,155,000^B
Deloitte Entities	$955,000	$1,395,000

^A Amounts may reflect rounding.

^B Reflects current period presentation.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Capital Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	December 29, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	December 29, 2009

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer

Date:	December 29, 2009

Fidelity Focused Stock Fund (FTQGX) N-CSRCertified annual shareholder report (management investment company)

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments October 31, 2009

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Capital Appreciation

Years ended October 31,

2009

2008

2007

2006

2005

Financial Highlights - Class K

Years ended October 31,

2009

2008 G

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

To Visit Fidelity

To Write Fidelity

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments October 31, 2009

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Capital Appreciation

Years ended October 31,

2009

2008

2007

2006

2005

Financial Highlights - Class K

Years ended October 31,

2009

2008 G

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

To Write Fidelity

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments October 31, 2009

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Disciplined Equity

Years ended October 31,

2009

2008

2007

2006

2005

Financial Highlights - Class K

Years ended October 31,

2009

2008 G

Financial Highlights - Class F

Year ended October 31,

2009 G

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

2008^G

2008^G

2008^G

2009^G

2008^G

2009^G

2008^G

2009^G