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)

Eric D. Roiter, 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, 2007

Item 1. Reports to Stockholders

Fidelity®

Capital Appreciation

Fund

Annual Report

October 31, 2007

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many stock and bond markets around the world have been unsettled of late; however, volatility can often lead to opportunity for patient investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) 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, 2007	Past 1 year	Past 5 years	Past 10 years
Fidelity® Capital Appreciation Fund	23.51%	19.07%	9.69%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Capital Appreciation Fund on October 31, 1997. 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.

Annual Report

Management's Discussion of Fund Performance

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

Despite a slowing housing market, the subprime mortgage loan crisis, a credit crunch and sharply higher energy prices, U.S. stock markets performed very well during the 12-month period ending October 31, 2007. Upbeat corporate earnings and persistently solid economic data drove much of the positive momentum for equities. There were only three notably bad months during the period: February, when equities fell on the first whispers of the subprime woes and a brief slump in Asian stocks; and June and July, as crude oil prices spiked, the dollar fell to new lows and subprime mortgage concerns accelerated. The Federal Reserve Board helped spark a late-period rally, first in August by lowering its discount rate to inject liquidity into the financial system, then with reductions in the federal funds target rate in September and October. For the 12 months overall, the Dow Jones Industrial Average^SM rose 17.94%, the Standard & Poor's 500^SM Index returned 14.56% and the NASDAQ Composite® Index shot up 21.75%.

During the past year, the fund returned 23.51%, well ahead of the S&P 500®. The fund was helped by materials, industrials, consumer discretionary, health care and financials, with stock selection the main driver of performance versus the index. In financials, which I trimmed, a significant underweighting was beneficial. Additionally, a weak U.S. dollar aided the fund's relative return. Our top contributor was Monsanto due to strong demand for the company's genetically modified seeds. French company Alstom, with core businesses in power equipment and rail transportation, also was a significant contributor, as was Switzerland-based ABB, a provider of power and automation equipment. Biopharmaceutical stocks Biogen Idec and Ireland-based Elan further boosted our results. Elsewhere, underweighting or not owning two financial stocks in the index that were hurt by the subprime mortgage crisis, Citigroup and Bank of America, helped. Neither stock was held at period end. Conversely, underweightings in energy and information technology - the latter a sector I significantly reduced - dampened our results, while stock selection in telecommunication services - specifically, Qwest Communications - could have been better. A change in top management hampered the stock. An increased overweighting in airlines, which fared poorly, hurt as well. In particular, AMR, the parent company of American Airlines and an out-of-index position, struggled with high fuel costs. Not owning energy giant and benchmark heavyweight Exxon Mobil also detracted, as did our position in commercial real estate stock CB Richard Ellis Group.

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, 2007 to October 31, 2007).

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.

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

	Beginning Account Value May 1, 2007	Ending Account Value October 31, 2007	Expenses Paid During Period* May 1, 2007 to October 31, 2007
Actual	$ 1,000.00	$ 1,121.90	$ 4.71
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.77	$ 4.48

* Expenses are equal to the Fund's annualized expense ratio of .88%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Biogen Idec, Inc.	5.3	3.8
Monsanto Co.	5.2	3.6
The Walt Disney Co.	5.0	4.4
Alstom SA	4.9	3.1
AMR Corp.	3.7	1.9
Qwest Communications International, Inc.	2.4	3.2
Cisco Systems, Inc.	2.2	1.0
American Tower Corp. Class A	2.2	1.9
Elan Corp. PLC sponsored ADR	2.2	1.4
Continental Airlines, Inc. Class B	2.1	0.8
	35.2
Top Five Market Sectors as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Industrials	26.9	22.1
Consumer Discretionary	16.9	22.0
Materials	10.6	6.8
Telecommunication Services	10.0	8.0
Health Care	8.5	10.0

Asset Allocation (% of fund's net assets)
As of October 31, 2007*			As of April 30, 2007**
	Stocks 93.1%			Stocks 96.1%
	Bonds 0.1%			Bonds 0.4%
	Short-Term Investments and Net Other Assets 6.8%			Short-Term Investments and Net Other Assets 3.5%
*Foreign investments		23.9%	**Foreign investments		22.6%

Annual Report

Investments October 31, 2007

Showing Percentage of Net Assets

Common Stocks - 93.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 16.9%
Automobiles - 4.9%
Fiat SpA	3,938,885		$ 127,087
Ford Motor Co. (a)(d)	5,501,400		48,797
General Motors Corp. (d)	4,577,000		179,373
Renault SA	855,142		143,592
			498,849
Hotels, Restaurants & Leisure - 2.6%
Accor SA	2,078,644		198,370
Orient Express Hotels Ltd. Class A	469,600		30,430
Paddy Power PLC (Ireland)	914,200		37,814
			266,614
Media - 5.2%
Mediacom Communications Corp. Class A (a)(d)	2,909,723		16,731
The Walt Disney Co.	14,628,493		506,585
			523,316
Multiline Retail - 1.0%
Saks, Inc.	4,753,700		100,588
Specialty Retail - 2.1%
Abercrombie & Fitch Co. Class A	1,493,400		118,277
bebe Stores, Inc. (d)	2,277,600		31,681
Guess?, Inc.	1,254,400		64,464
			214,422
Textiles, Apparel & Luxury Goods - 1.1%
Deckers Outdoor Corp. (a)(d)(e)	791,600		110,658
TOTAL CONSUMER DISCRETIONARY			1,714,447
CONSUMER STAPLES - 1.0%
Beverages - 0.1%
Remy Cointreau SA	131,200		10,084
Tobacco - 0.9%
Reynolds American, Inc. (d)	1,434,400		92,418
TOTAL CONSUMER STAPLES			102,502
ENERGY - 4.0%
Energy Equipment & Services - 2.1%
National Oilwell Varco, Inc. (a)	181,459		13,290
Schlumberger Ltd. (NY Shares)	2,059,200		198,857
			212,147
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - 1.9%
Frontier Oil Corp.	1,880,900		$ 86,126
XTO Energy, Inc.	1,606,745		106,656
			192,782
TOTAL ENERGY			404,929
FINANCIALS - 6.5%
Capital Markets - 3.8%
Janus Capital Group, Inc.	2,343,600		80,878
Jefferies Group, Inc.	2,368,700		63,315
Man Group plc	6,492,170		79,366
MF Global Ltd.	2,345,012		69,319
T. Rowe Price Group, Inc.	1,405,200		90,270
			383,148
Real Estate Management & Development - 2.7%
CB Richard Ellis Group, Inc. Class A (a)	8,421,100		205,306
Jones Lang LaSalle, Inc.	760,994		72,546
			277,852
TOTAL FINANCIALS			661,000
HEALTH CARE - 8.5%
Biotechnology - 5.3%
Biogen Idec, Inc. (a)	7,167,659		533,559
Health Care Providers & Services - 0.8%
VCA Antech, Inc. (a)	1,877,838		86,474
Life Sciences Tools & Services - 0.2%
Techne Corp. (a)	330,793		21,581
Pharmaceuticals - 2.2%
Elan Corp. PLC sponsored ADR (a)	9,291,455		221,137
TOTAL HEALTH CARE			862,751
INDUSTRIALS - 26.8%
Aerospace & Defense - 2.1%
Precision Castparts Corp.	580,600		86,980
Raytheon Co.	960,371		61,089
Spirit AeroSystems Holdings, Inc. Class A	2,040,900		70,860
			218,929
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Airlines - 9.5%
AMR Corp. (a)(d)(e)	15,634,800		$ 375,235
Continental Airlines, Inc. Class B (a)(d)(e)	6,185,200		212,462
Ryanair Holdings PLC sponsored ADR (a)(d)	2,147,100		105,616
UAL Corp. (a)(d)	3,282,312		157,223
US Airways Group, Inc. (a)(d)	4,006,600		110,823
			961,359
Electrical Equipment - 7.3%
ABB Ltd. sponsored ADR	5,790,000		174,974
Alstom SA	2,086,000		492,316
Schneider Electric SA	506,417		69,738
			737,028
Machinery - 2.9%
Cummins, Inc.	1,138,900		136,622
Deere & Co.	805,000		124,695
Invensys PLC (a)	4,412,400		29,998
			291,315
Road & Rail - 5.0%
Burlington Northern Santa Fe Corp.	1,478,350		128,838
CSX Corp.	494,800		22,152
Hertz Global Holdings, Inc.	6,206,974		134,567
Norfolk Southern Corp.	1,656,008		85,533
Union Pacific Corp.	1,039,900		133,149
			504,239
TOTAL INDUSTRIALS			2,712,870
INFORMATION TECHNOLOGY - 6.8%
Communications Equipment - 2.9%
Cisco Systems, Inc. (a)	6,829,197		225,773
Harris Corp.	1,162,400		70,395
			296,168
Computers & Peripherals - 1.5%
Apple, Inc. (a)	808,500		153,575
Internet Software & Services - 1.6%
Akamai Technologies, Inc. (a)	363,600		14,249
DealerTrack Holdings, Inc. (a)(e)	2,145,392		105,317
Equinix, Inc. (a)	311,082		36,291
			155,857
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 0.8%
Infineon Technologies AG sponsored ADR (a)	5,459,100		$ 80,140
TOTAL INFORMATION TECHNOLOGY			685,740
MATERIALS - 10.6%
Chemicals - 6.9%
Airgas, Inc.	976,500		49,284
Ecolab, Inc.	701,700		33,099
Monsanto Co.	5,347,279		522,055
Syngenta AG sponsored ADR (d)	1,951,700		94,599
			699,037
Metals & Mining - 3.7%
Allegheny Technologies, Inc.	721,196		73,685
BHP Billiton Ltd. sponsored ADR (d)	1,210,700		105,646
Freeport-McMoRan Copper & Gold, Inc. Class B	1,295,989		152,512
Titanium Metals Corp. (a)	1,171,110		41,223
			373,066
TOTAL MATERIALS			1,072,103
TELECOMMUNICATION SERVICES - 10.0%
Diversified Telecommunication Services - 5.3%
AT&T, Inc.	2,357,700		98,528
Cbeyond, Inc. (a)	1,053,499		41,213
Qwest Communications International, Inc. (a)	33,627,000		241,442
Verizon Communications, Inc.	3,423,200		157,707
			538,890
Wireless Telecommunication Services - 4.7%
American Tower Corp. Class A (a)	5,041,100		222,716
Centennial Communications Corp. Class A (a)	3,527,506		36,122
MetroPCS Communications, Inc. (d)	3,656,208		82,265
NII Holdings, Inc. (a)	2,302,866		133,566
			474,669
TOTAL TELECOMMUNICATION SERVICES			1,013,559
UTILITIES - 2.0%
Gas Utilities - 0.5%
Questar Corp.	985,502		56,252
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Independent Power Producers & Energy Traders - 1.5%
EDF Energies Nouvelles SA (d)	1,070,859		$ 85,904
International Power PLC	6,180,434		62,834
			148,738
TOTAL UTILITIES			204,990
TOTAL COMMON STOCKS (Cost $7,288,638)		9,434,891

Nonconvertible Bonds - 0.1%
	Principal Amount (000s)
INDUSTRIALS - 0.1%
Airlines - 0.1%
Delta Air Lines, Inc.:
7.7% 12/15/49 (a)	$ 15,269		973
7.9% 12/15/09 (a)	3,920		255
8.3% 12/15/29 (a)	42,340		2,752
9% 5/15/16 (a)	4,930		314
9.75% 5/15/21 (a)	2,556		163
10% 8/15/08 (a)	8,047		523
10.375% 2/1/11 (a)	3,920		250
			5,230
TOTAL NONCONVERTIBLE BONDS (Cost $2,368)		5,230

Money Market Funds - 10.9%
	Shares		Value (000s)
Fidelity Cash Central Fund, 4.97% (b)	551,778,852		$ 551,779
Fidelity Securities Lending Cash Central Fund, 5.02% (b)(c)	558,539,193		558,539
TOTAL MONEY MARKET FUNDS (Cost $1,110,318)		1,110,318
TOTAL INVESTMENT PORTFOLIO - 104.1% (Cost $8,401,324)			10,550,439
NET OTHER ASSETS - (4.1)%			(411,131)
NET ASSETS - 100%		$ 10,139,308

Legend

(a) Non-income producing

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

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 15,621
Fidelity Securities Lending Cash Central Fund	4,451
Total	$ 20,072

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:

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
AMR Corp.	$ 99,808	$ 328,074	$ 4,784	$ -	$ 375,235
ANADIGICS, Inc.	-	35,710	45,091	-	-
Continental Airlines, Inc. Class B	-	237,310	5,952	-	212,462
DealerTrack Holdings, Inc.	36,076	20,111	-	-	105,317
Deckers Outdoor Corp.	42,089	-	-	-	110,658
Flow International Corp.	23,454	-	22,160	-	-
Fuel Tech, Inc.	23,559	19,334	50,747	-	-
The Knot, Inc.	-	53,901	43,532	-	-
Total	$ 224,986	$ 694,440	$ 172,266	$ -	$ 803,672

Other Information

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

United States of America	76.1%
France	9.9%
Ireland	3.6%
Switzerland	2.6%
Netherlands Antilles	2.0%
United Kingdom	1.7%
Italy	1.2%
Australia	1.1%
Bermuda	1.0%
Others (individually less than 1%)	0.8%
	100.0%

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 amount)	October 31, 2007

Assets
Investment in securities, at value (including securities loaned of $552,290) - See accompanying schedule: Unaffiliated issuers (cost $6,580,143)	$ 8,636,449
Fidelity Central Funds (cost $1,110,318)	1,110,318
Other affiliated issuers (cost $710,863)	803,672
Total Investments (cost $8,401,324)		$ 10,550,439
Cash		498
Receivable for investments sold		152,246
Receivable for fund shares sold		7,817
Dividends receivable		4,067
Distributions receivable from Fidelity Central Funds		1,371
Prepaid expenses		4
Other receivables		366
Total assets		10,716,808

Liabilities
Payable for fund shares redeemed	$ 11,083
Accrued management fee	5,948
Other affiliated payables	1,707
Other payables and accrued expenses	223
Collateral on securities loaned, at value	558,539
Total liabilities		577,500

Net Assets		$ 10,139,308
Net Assets consist of:
Paid in capital		$ 7,193,719
Undistributed net investment income		24,482
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		771,978
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,149,129
Net Assets, for 315,592 shares outstanding		$ 10,139,308
Net Asset Value, offering price and redemption price per share ($10,139,308 ÷ 315,592 shares)		$ 32.13

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, 2007

Investment Income
Dividends		$ 89,329
Interest		492
Income from Fidelity Central Funds		20,072
Total income		109,893

Expenses
Management fee Basic fee	$ 51,942
Performance adjustment	4,307
Transfer agent fees	18,851
Accounting and security lending fees	1,338
Custodian fees and expenses	267
Independent trustees' compensation	31
Appreciation in deferred trustee compensation account	2
Registration fees	161
Audit	109
Legal	81
Interest	2
Miscellaneous	150
Total expenses before reductions	77,241
Expense reductions	(1,129)	76,112
Net investment income (loss)		33,781
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	775,085
Other affiliated issuers	10,378
Foreign currency transactions	(371)
Total net realized gain (loss)		785,092
Change in net unrealized appreciation (depreciation) on: Investment securities	1,140,682
Assets and liabilities in foreign currencies	11
Total change in net unrealized appreciation (depreciation)		1,140,693
Net gain (loss)		1,925,785
Net increase (decrease) in net assets resulting from operations		$ 1,959,566

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, 2007	Year ended October 31, 2006
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 33,781	$ 28,257
Net realized gain (loss)	785,092	473,964
Change in net unrealized appreciation (depreciation)	1,140,693	520,339
Net increase (decrease) in net assets resulting from operations	1,959,566	1,022,560
Distributions to shareholders from net investment income	(33,610)	-
Distributions to shareholders from net realized gain	(409,425)	(656,523)
Total distributions	(443,035)	(656,523)
Share transactions Proceeds from sales of shares	2,055,907	2,287,252
Reinvestment of distributions	426,687	631,915
Cost of shares redeemed	(2,212,582)	(1,902,030)
Net increase (decrease) in net assets resulting from share transactions	270,012	1,017,137
Total increase (decrease) in net assets	1,786,543	1,383,174

Net Assets
Beginning of period	8,352,765	6,969,591
End of period (including undistributed net investment income of $24,482 and undistributed net investment income of $28,286, respectively)	$ 10,139,308	$ 8,352,765
Other Information Shares
Sold	71,797	85,954
Issued in reinvestment of distributions	15,786	24,967
Redeemed	(76,738)	(71,998)
Net increase (decrease)	10,845	38,923

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

Annual Report

Financial Highlights

Years ended October 31,	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.41	$ 26.22	$ 25.05	$ 23.53	$ 16.28
Income from Investment Operations
Net investment income (loss)^C	.11	.10	(.01)^F	(.03)	(.06)
Net realized and unrealized gain (loss)	6.06	3.55	2.40	1.58	7.31
Total from investment operations	6.17	3.65	2.39	1.55	7.25
Distributions from net investment income	(.11)	-	(.01)	(.01)	-
Distributions from net realized gain	(1.34)	(2.46)	(1.21)	(.02)	-
Total distributions	(1.45)	(2.46)	(1.22)	(.03)	-
Net asset value, end of period	$ 32.13	$ 27.41	$ 26.22	$ 25.05	$ 23.53
Total Return^{A, B}	23.51%	14.70%	9.66%	6.60%	44.53%
Ratios to Average Net Assets^{D, G}
Expenses before reductions	.83%	.91%	.94%	.94%	.91%
Expenses net of fee waivers, if any	.83%	.91%	.94%	.94%	.91%
Expenses net of all reductions	.82%	.87%	.90%	.91%	.88%
Net investment income (loss)	.36%	.36%	(.05)%^F	(.12)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 10,139	$ 8,353	$ 6,970	$ 5,861	$ 3,943
Portfolio turnover rate^E	135%	198%	109%	72%	54%

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

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

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

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

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

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

^G Expense ratios reflect operating expenses of the 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.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2007

(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.

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

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. 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, for which quotations are readily available, are valued by independent pricing

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used cannot be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. 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 and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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 and losses deferred due to wash sales.

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

Unrealized appreciation	$ 2,357,851
Unrealized depreciation	(217,457)
Net unrealized appreciation (depreciation)	2,140,394
Undistributed ordinary income	330,234
Undistributed long-term capital gain	390,246

Cost for federal income tax purposes	$ 8,410,045

The tax character of distributions paid was as follows:

	October 31, 2007	October 31, 2006
Ordinary Income	$ 36,665	$ 8,006
Long-term Capital Gains	406,370	648,517
Total	$ 443,035	$ 656,523

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

Annual Report

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $12,067,245 and $12,652,932, respectively.

6. Fees and Other Transactions with Affiliates.

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 .61% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC 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 .20% of average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC 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 $83 for the period.

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	$ 14,659	5.39%	$ 2

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $19 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

the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $4,451.

9. 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 $551 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $8 and $449, respectively.

10. Other.

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

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

10. Other - continued

Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

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, 2007, 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 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, 2007 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2007

Annual Report

Trustees and Officers

The Trustees, Members 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 370 funds advised by FMR or an affiliate. Mr. Curvey oversees 340 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 Members 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 (77)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), 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 (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
James C. Curvey (72)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (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. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

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

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (59)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (65)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (71)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (67)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (61)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (63)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. 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 Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (68)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers**:

Correspondence intended for Mr. Mauriello, Mr. Thomas, and Mr. Wiley may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (63)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Joseph Mauriello (63)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd., (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc., (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Heath, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (57)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Mr. Wiley also serves as Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-present) and a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present), and an Advisory Director of Riverstone Holdings (private investment firm). Previously, Mr. Wiley served as Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).
Kimberley H. Monasterio (43)
	Year of Election or Appointment: 2007 President and Treasurer of Capital Appreciation. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of Capital Appreciation. Mr. Donovan also serves as Vice President of Fidelity's Equity Funds (2007-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2006 Vice President of Capital Appreciation. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of Capital Appreciation. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Scott C. Goebel (39)
	Year of Election or Appointment: 2007 Assistant Secretary of Capital Appreciation. Mr. Goebel also serves as Assistant Secretary of other Fidelity funds (2007-present), and is an employee of FMR.
R. Stephen Ganis (41)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Capital Appreciation. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer of Capital Appreciation. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Capital Appreciation. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer of Capital Appreciation. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer of Capital Appreciation. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (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) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Capital Appreciation. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (53)
	Year of Election or Appointment: 2004 Assistant Treasurer of Capital Appreciation. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer of Capital Appreciation. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer of Capital Appreciation. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

Annual Report

Distributions

The Board of Trustees of Fidelity Capital Appreciation Fund voted to pay on December 10, 2007, to shareholders of record at the opening of business on December 7, 2007, a distribution of $2.22 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.12 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2007, $390,468,746, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund 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 2008 of amounts for use in preparing 2007 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Capital Appreciation Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2007 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. 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 management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved amendments to the fund's agreements with foreign sub-advisers to clarify that each sub-adviser provides services as an independent contractor.

In determining 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, 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. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, 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 background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board 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 noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board 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 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 also considered that Fidelity voluntarily pays for market data out of its own resources. The Board also considered the agreement reached between the Independent Trustees and Fidelity in December 2006 following an independent review of matters relating to receipt of travel, entertainment, gifts and gratuities in violation of Fidelity policies.

Annual Report

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.

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, since the last Advisory Contract renewals in July 2006, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fee on Fidelity Advisor Floating Rate High Income Fund; (iii) contractually agreeing to reduce the management fees on Fidelity's California, Massachusetts, New Jersey, and New York AMT Tax-Free Money Market Funds, launching new Institutional Classes and Service Classes of these funds, and contractually agreeing to impose expense limitations on these funds; (iv) eliminating the exchange fee on the Fidelity Select Portfolios and reducing the pricing and bookkeeping fee rates for these funds; (v) reducing the maximum transfer agency fee rates on high income funds and certain equity funds; (vi) proposing amended management contracts that, if approved by shareholders, will add a performance adjustment component to the management fees paid by 18 Fidelity Advisor equity funds; (vii) contractually agreeing to reduce fees for Ultra-Short Central Fund and the money market Central Funds; (viii) waiving the Fidelity Advisor funds' contingent deferred sales charge on certain redemptions made through systematic withdrawal programs; and (ix) amending the management contracts for equity and fixed-income funds whose management contracts incorporate a "group fee" structure by adding four new fee "breakpoints" to the group fee rate schedules.

Investment Performance and Compliance. 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, 2006, 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. Morningstar, Inc. 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

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

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.

Annual Report

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

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

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

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% 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

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 2006. 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 fund's positive 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 2006.

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 fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

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

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, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

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. In connection with the renewal of the fund's management contract, the Board approved amendments to the fund's management contract that added four new fee breakpoints to the group fee rate schedule for assets under FMR's management above $1,386 billion. The Board considered that the group fee rate declines under both the present and amended schedules, but that under the amended schedule, the group fee rate declines faster as assets under FMR's management exceed $1,386 billion. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on several topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) Fidelity's portfolio manager compensation structure, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (iii) Fidelity's fee structures; (iv) the funds' sub-advisory arrangements; and (v) accounts managed by Fidelity other than the Fidelity funds.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic) Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

CAF-UANN-1207
1.784775.104

Fidelity®

Disciplined Equity

Fund

Annual Report

October 31, 2007

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2007	Past 1 year	Past 5 years	Past 10 years
Fidelity® Disciplined Equity Fund	18.42%	15.14%	8.23%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Disciplined Equity Fund on October 31, 1997. 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.

Annual Report

Management's Discussion of Fund Performance

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

The fund gained 18.42% during the year, easily surpassing the S&P 500®. The fund benefited from a slight underweighting in the weak financials sector, and from strong stock selection in the health care, consumer discretionary, energy, consumer staples and industrials sectors. Poor stock selection in information technology slightly held back returns. An underweighted position in Citigroup, the financial services giant, was a positive, as its stock was hurt by its sector's downturn. Oil refinery firms Western Refining, Tesoro and Marathon Oil benefited from solid supply/demand fundamentals, as consumers were resilient despite much higher oil prices. McDonald's enjoyed a very solid 12 months, as the fast-food chain gained from strong product and marketing moves along with improved operating margins. Brewer Molson Coors was given a boost from its announced acquisition by SABMiller. Technology firm Hewlett-Packard also contributed meaningfully to performance. However, significantly underweighting oil company Exxon Mobil was costly, and financial holdings Merrill Lynch, JPMorgan Chase and Royal Bank of Scotland were caught in the downdraft that many financial companies faced. Retailer JCPenney was another disappointing stock, hurt by weakening consumer demand. Many of the stocks mentioned here were no longer held at period end.

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, 2007 to October 31, 2007).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Beginning Account Value May 1, 2007	Ending Account Value October 31, 2007	Expenses Paid During Period* May 1, 2007 to October 31, 2007
Actual	$ 1,000.00	$ 1,066.10	$ 4.79
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.57	$ 4.69

* Expenses are equal to the Fund's annualized expense ratio of .92%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.1	4.3
Altria Group, Inc.	3.9	1.9
ConocoPhillips	3.8	2.2
International Business Machines Corp.	3.7	4.0
Hewlett-Packard Co.	3.6	3.8
Goldman Sachs Group, Inc.	3.4	2.3
American International Group, Inc.	3.2	1.9
McDonald's Corp.	3.2	2.7
Merck & Co., Inc.	3.1	4.0
Marathon Oil Corp.	2.8	2.5
	34.8
Top Five Market Sectors as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	19.4	21.2
Information Technology	16.8	15.1
Health Care	12.1	11.2
Energy	12.0	10.3
Industrials	10.1	10.5

Asset Allocation (% of fund's net assets)
As of October 31, 2007 *			As of April 30, 2007 **
	Stocks and Equity Futures 99.6%			Stocks and Equity Futures 99.6%
	Short-Term Investments and Net Other Assets 0.4%			Short-Term Investments and Net Other Assets 0.4%
* Foreign investments		4.7%	** Foreign investments		4.9%

Annual Report

Investments October 31, 2007

Showing Percentage of Net Assets

Common Stocks - 97.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.9%
Automobiles - 0.9%
General Motors Corp. (d)	2,500,000		$ 97,975
Hotels, Restaurants & Leisure - 3.5%
McDonald's Corp.	6,100,000		364,170
Yum! Brands, Inc.	1,000,000		40,270
			404,440
Media - 1.7%
CBS Corp. Class B	1,700,000		48,790
The Walt Disney Co.	4,100,000		141,983
			190,773
Textiles, Apparel & Luxury Goods - 2.8%
NIKE, Inc. Class B	4,400,000		291,544
VF Corp.	400,000		34,852
			326,396
TOTAL CONSUMER DISCRETIONARY			1,019,584
CONSUMER STAPLES - 8.8%
Beverages - 1.9%
Molson Coors Brewing Co. Class B	3,866,400		221,274
Food & Staples Retailing - 2.6%
Kroger Co.	8,500,000		249,815
SUPERVALU, Inc.	1,100,000		42,625
			292,440
Food Products - 0.4%
Tyson Foods, Inc. Class A	2,700,000		42,660
Personal Products - 0.0%
NBTY, Inc. (a)	149,051		5,306
Tobacco - 3.9%
Altria Group, Inc.	6,150,000		448,520
TOTAL CONSUMER STAPLES			1,010,200
ENERGY - 12.0%
Energy Equipment & Services - 0.4%
National Oilwell Varco, Inc. (a)	637,800		46,712
Oil, Gas & Consumable Fuels - 11.6%
Chevron Corp.	500,000		45,755
ConocoPhillips	5,097,268		433,064
Exxon Mobil Corp.	1,100,000		101,189
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Marathon Oil Corp.	5,526,600		$ 326,788
Tesoro Corp.	4,800,000		290,544
Valero Energy Corp.	1,900,000		133,817
			1,331,157
TOTAL ENERGY			1,377,869
FINANCIALS - 19.4%
Capital Markets - 5.5%
Goldman Sachs Group, Inc.	1,600,000		396,672
Janus Capital Group, Inc.	2,300,000		79,373
Morgan Stanley	2,315,700		155,754
			631,799
Diversified Financial Services - 4.9%
Bank of America Corp.	1,200,000		57,936
ING Groep NV sponsored ADR	850,000		38,242
JPMorgan Chase & Co.	9,900,000		465,299
			561,477
Insurance - 8.3%
ACE Ltd.	800,000		48,488
Allianz AG sponsored ADR	3,400,000		76,840
American International Group, Inc.	5,900,000		372,408
Hartford Financial Services Group, Inc.	600,000		58,218
Loews Corp.	2,500,000		122,725
MetLife, Inc.	1,800,000		123,930
Prudential Financial, Inc.	1,500,000		145,080
			947,689
Real Estate Investment Trusts - 0.2%
Annaly Capital Management, Inc.	1,500,000		25,635
Thrifts & Mortgage Finance - 0.5%
Fannie Mae	1,000,000		57,040
TOTAL FINANCIALS			2,223,640
HEALTH CARE - 12.1%
Biotechnology - 0.2%
CSL Ltd.	800,000		27,197
Health Care Equipment & Supplies - 0.9%
Baxter International, Inc.	1,700,000		102,017
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - 4.1%
Health Net, Inc. (a)	600,000		$ 32,166
Humana, Inc. (a)	2,956,113		221,561
Medco Health Solutions, Inc. (a)	2,300,000		217,074
			470,801
Life Sciences Tools & Services - 0.1%
Charles River Laboratories International, Inc. (a)	170,730		9,902
PerkinElmer, Inc.	260,172		7,160
			17,062
Pharmaceuticals - 6.8%
Bristol-Myers Squibb Co.	1,600,000		47,984
Johnson & Johnson	2,500,000		162,925
Merck & Co., Inc.	5,996,900		349,379
Schering-Plough Corp.	7,100,000		216,692
			776,980
TOTAL HEALTH CARE			1,394,057
INDUSTRIALS - 10.1%
Aerospace & Defense - 4.0%
Lockheed Martin Corp.	1,800,000		198,072
Northrop Grumman Corp.	1,350,000		112,887
Raytheon Co.	2,286,700		145,457
			456,416
Construction & Engineering - 0.3%
KBR, Inc.	900,000		38,592
Industrial Conglomerates - 2.3%
3M Co.	600,000		51,816
General Electric Co.	2,000,000		82,320
McDermott International, Inc. (a)	1,000,000		61,060
Tyco International Ltd.	1,600,000		65,872
			261,068
Machinery - 2.7%
Cummins, Inc.	1,430,000		171,543
Eaton Corp.	300,000		27,774
Ingersoll-Rand Co. Ltd. Class A	1,400,000		70,490
Terex Corp. (a)	550,000		40,821
			310,628
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Road & Rail - 0.8%
Hertz Global Holdings, Inc.	1,300,000		$ 28,184
Union Pacific Corp.	500,000		64,020
			92,204
TOTAL INDUSTRIALS			1,158,908
INFORMATION TECHNOLOGY - 16.8%
Communications Equipment - 1.2%
Nokia Corp. sponsored ADR	3,600,000		142,992
Computers & Peripherals - 10.5%
Apple, Inc. (a)	1,650,000		313,418
Hewlett-Packard Co.	8,100,000		418,608
International Business Machines Corp.	3,605,700		418,694
Western Digital Corp. (a)	2,100,000		54,432
			1,205,152
Electronic Equipment & Instruments - 0.6%
Tyco Electronics Ltd.	1,800,000		64,206
Internet Software & Services - 0.3%
eBay, Inc. (a)	1,000,000		36,100
IT Services - 0.8%
Accenture Ltd. Class A	700,000		27,335
Computer Sciences Corp. (a)	500,000		29,195
Mastercard, Inc. Class A	200,000		37,910
			94,440
Office Electronics - 0.8%
Xerox Corp. (a)	5,300,000		92,432
Semiconductors & Semiconductor Equipment - 0.3%
Applied Materials, Inc.	1,500,000		29,130
Software - 2.3%
Microsoft Corp.	4,800,000		176,688
Oracle Corp. (a)	4,000,000		88,680
			265,368
TOTAL INFORMATION TECHNOLOGY			1,929,820
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 2.1%
Chemicals - 0.7%
Dow Chemical Co.	1,100,000		$ 49,544
Nalco Holding Co.	1,100,000		27,346
			76,890
Metals & Mining - 1.4%
Freeport-McMoRan Copper & Gold, Inc. Class B	800,000		94,144
United States Steel Corp.	650,000		70,135
			164,279
TOTAL MATERIALS			241,169
TELECOMMUNICATION SERVICES - 3.6%
Diversified Telecommunication Services - 3.6%
AT&T, Inc.	4,294,750		179,478
Verizon Communications, Inc.	5,000,000		230,350
			409,828
UTILITIES - 3.4%
Gas Utilities - 0.8%
Energen Corp.	600,000		38,400
Questar Corp.	1,000,000		57,080
			95,480
Independent Power Producers & Energy Traders - 1.2%
Dynegy, Inc. Class A (a)	3,500,000		32,235
Mirant Corp. (a)	1,100,000		46,596
NRG Energy, Inc. (a)	1,200,000		54,792
			133,623
Multi-Utilities - 1.4%
Public Service Enterprise Group, Inc.	1,700,000		162,520
TOTAL UTILITIES			391,623
TOTAL COMMON STOCKS (Cost $9,488,282)		11,156,698

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 3.81% to 4.17% 11/29/07 to 1/17/08 (e) (Cost $12,421)	$ 12,500	12,423

Money Market Funds - 1.7%
	Shares		Value (000s)
Fidelity Cash Central Fund, 4.97% (b)	174,890,467		$ 174,890
Fidelity Securities Lending Cash Central Fund, 5.02% (b)(c)	23,985,000		23,985
TOTAL MONEY MARKET FUNDS (Cost $198,875)		198,875
TOTAL INVESTMENT PORTFOLIO - 99.0% (Cost $9,699,578)			11,367,996
NET OTHER ASSETS - 1.0%			113,685
NET ASSETS - 100%		$ 11,481,681

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
699 S&P 500 Index Contracts	Dec. 2007	$ 271,719	$ 5,524

The face value of futures purchased as a percentage of net assets - 2.4%

Legend

(a) Non-income producing

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

(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 $8,771,000.

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	$ 13,205
Fidelity Securities Lending Cash Central Fund	157
Total	$ 13,362

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 amount)	October 31, 2007

Assets
Investment in securities, at value (including securities loaned of $24,102) - See accompanying schedule: Unaffiliated issuers (cost $9,500,703)	$ 11,169,121
Fidelity Central Funds (cost $198,875)	198,875
Total Investments (cost $9,699,578)		$ 11,367,996
Receivable for investments sold Regular delivery		712,131
Delayed delivery		9,196
Receivable for fund shares sold		5,449
Dividends receivable		9,305
Distributions receivable from Fidelity Central Funds		893
Receivable for daily variation on futures contracts		3,474
Prepaid expenses		3
Other receivables		116
Total assets		12,108,563

Liabilities
Payable for investments purchased	$ 589,517
Payable for fund shares redeemed	4,755
Accrued management fee	6,378
Other affiliated payables	1,979
Other payables and accrued expenses	268
Collateral on securities loaned, at value	23,985
Total liabilities		626,882

Net Assets		$ 11,481,681
Net Assets consist of:
Paid in capital		$ 8,856,206
Undistributed net investment income		68,769
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		882,832
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,673,874
Net Assets, for 344,047 shares outstanding		$ 11,481,681
Net Asset Value, offering price and redemption price per share ($11,481,681 ÷ 344,047 shares)		$ 33.37

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, 2007

Investment Income
Dividends		$ 153,106
Interest		880
Income from Fidelity Central Funds		13,362
Total income		167,348

Expenses
Management fee Basic fee	$ 52,419
Performance adjustment	11,062
Transfer agent fees	19,902
Accounting and security lending fees	1,257
Custodian fees and expenses	140
Independent trustees' compensation	30
Appreciation in deferred trustee compensation account	1
Registration fees	144
Audit	100
Legal	74
Interest	4
Miscellaneous	87
Total expenses before reductions	85,220
Expense reductions	(948)	84,272
Net investment income (loss)		83,076
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	899,128
Foreign currency transactions	(247)
Futures contracts	(13,906)
Total net realized gain (loss)		884,975
Change in net unrealized appreciation (depreciation) on: Investment securities	630,503
Assets and liabilities in foreign currencies	(68)
Futures contracts	5,395
Total change in net unrealized appreciation (depreciation)		635,830
Net gain (loss)		1,520,805
Net increase (decrease) in net assets resulting from operations		$ 1,603,881

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, 2007	Year ended October 31, 2006
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 83,076	$ 50,988
Net realized gain (loss)	884,975	712,775
Change in net unrealized appreciation (depreciation)	635,830	237,439
Net increase (decrease) in net assets resulting from operations	1,603,881	1,001,202
Distributions to shareholders from net investment income	(47,969)	(39,181)
Distributions to shareholders from net realized gain	(628,643)	-
Total distributions	(676,612)	(39,181)
Share transactions Proceeds from sales of shares	2,746,628	1,363,639
Reinvestment of distributions	667,968	38,498
Cost of shares redeemed	(554,289)	(514,962)
Net increase (decrease) in net assets resulting from share transactions	2,860,307	887,175
Total increase (decrease) in net assets	3,787,576	1,849,196

Net Assets
Beginning of period	7,694,105	5,844,909
End of period (including undistributed net investment income of $68,769 and undistributed net investment income of $34,504, respectively)	$ 11,481,681	$ 7,694,105
Other Information Shares
Sold	88,984	47,296
Issued in reinvestment of distributions	23,454	1,366
Redeemed	(17,968)	(17,935)
Net increase (decrease)	94,470	30,727

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

Annual Report

Financial Highlights

Years ended October 31,	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 30.83	$ 26.71	$ 23.41	$ 21.78	$ 18.41
Income from Investment Operations
Net investment income (loss)^B	.27	.22	.20^E	.12	.10
Net realized and unrealized gain (loss)	4.95	4.08	3.28	1.62	3.30
Total from investment operations	5.22	4.30	3.48	1.74	3.40
Distributions from net investment income	(.19)	(.18)	(.18)	(.11)	(.03)
Distributions from net realized gain	(2.49)	-	-	-	-
Total distributions	(2.68)	(.18)	(.18)	(.11)	(.03)
Net asset value, end of period	$ 33.37	$ 30.83	$ 26.71	$ 23.41	$ 21.78
Total Return^A	18.42%	16.16%	14.92%	8.03%	18.50%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.91%	.92%	.89%	.89%	.92%
Expenses net of fee waivers, if any	.91%	.92%	.89%	.89%	.92%
Expenses net of all reductions	.90%	.91%	.87%	.88%	.90%
Net investment income (loss)	.88%	.76%	.79%^E	.51%	.50%
Supplemental Data
Net assets, end of period (in millions)	$ 11,482	$ 7,694	$ 5,845	$ 4,467	$ 3,720
Portfolio turnover rate^D	152%	98%	80%	42%	64%

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

^F 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.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2007

(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.

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 - continued

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Unrealized appreciation	$ 1,758,945
Unrealized depreciation	(104,845)
Net unrealized appreciation (depreciation)	1,654,100
Undistributed ordinary income	306,687
Undistributed long-term capital gain	629,998

Cost for federal income tax purposes	$ 9,713,896

The tax character of distributions paid was as follows:

	October 31, 2007	October 31, 2006
Ordinary Income	$ 47,969	$ 39,181
Long-term Capital Gains	628,643	-
Total	$ 676,612	$ 39,181

Annual Report

4. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. 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 or hedge other fund investments. 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. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies - continued

Futures Contracts - continued

reflected in the Statement of Assets and Liabilities. 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. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $15,860,235 and $13,841,885, 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 .68% of the Fund's average net assets.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,500	5.39%	$ 4

7. Committed Line of Credit.

8. Security Lending.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Security Lending - continued

associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $157.

9. 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 $62 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $4 and $776, respectively.

10. Other.

At the end of the period, Fidelity Freedom 2020 and Fidelity Freedom 2030 were the owners of record of approximately 17% and 14%, respectively, of the total outstanding shares of the Fund. The Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 60% of the total outstanding shares of the Fund.

Annual Report

10. Other - continued

entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

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, 2007, 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 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, 2007 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 18, 2007

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 (77)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), 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 (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
James C. Curvey (72)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (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. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

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 (59)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (65)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (71)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (67)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (61)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (63)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. 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 Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (68)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers**:

Name, Age; Principal Occupation
Peter S. Lynch (63)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Joseph Mauriello (63)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd., (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc., (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (57)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Mr. Wiley also serves as Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-present) and a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present), and an Advisory Director of Riverstone Holdings (private investment firm). Previously, Mr. Wiley served as Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).
Kimberley H. Monasterio (43)
	Year of Election or Appointment: 2007 President and Treasurer of Disciplined Equity. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of Disciplined Equity. Mr. Donovan also serves as Vice President of Fidelity's Equity Funds (2007-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2006 Vice President of Disciplined Equity. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of Disciplined Equity. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Scott C. Goebel (39)
	Year of Election or Appointment: 2007 Assistant Secretary of Disciplined Equity. Mr. Goebel also serves as Assistant Secretary of other Fidelity funds (2007-present), and is an employee of FMR.
R. Stephen Ganis (41)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Disciplined Equity. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer of Disciplined Equity. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Disciplined Equity. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer of Disciplined Equity. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer of Disciplined Equity. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (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) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Disciplined Equity. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (53)
	Year of Election or Appointment: 2004 Assistant Treasurer of Disciplined Equity. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer of Disciplined Equity. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer of Disciplined Equity. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

Annual Report

Distributions

The Board of Trustees of Fidelity Disciplined Equity Fund voted to pay on December 10, 2007, to shareholders of record at the opening of business on December 7, 2007, a distribution of $2.43 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.26 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31 2007, $632,126,139, or, if subsequently determined to be different, the net capital gain of such year.

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

The fund will notify shareholders in January 2008 of amounts for use in preparing 2007 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

Annual Report

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Disciplined Equity Fund

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

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

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 9% means that 91% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Disciplined Equity Fund

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 fund's total expenses ranked below its competitive median for 2006.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Managing Your Investments

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

By Phone

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

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 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.

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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

10100 Santa Monica Blvd.
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

16995 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

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

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

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, 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

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
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

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 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

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

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, 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

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker 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.

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Making Changes
To Your Account

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

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

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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

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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

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

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FDE-UANN-1207
1.784777.104

Fidelity^®

Focused Stock

Fund

Annual Report

October 31, 2007

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2007	Past 1 year	Past 5 years	Past 10 years^A
Fidelity® Focused Stock Fund	24.70%	16.38%	5.09%

^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, 1997. 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.

Annual Report

Management's Discussion of Fund Performance

Comments from Stephen DuFour, Portfolio Manager of Fidelity® Focused Stock Fund

The fund gained 24.70% for the year, solidly outpacing the S&P 500®. Productive stock selection and sector positioning helped the fund outperform. I focused the fund on companies with leverage to international growth - which was strong during the period - and avoided companies with leverage to the U.S. consumer. I increased the technology exposure to an overweighting, while decreasing the stakes in financial services and consumer discretionary to underweightings. While these sector positioning moves proved rewarding, stock selection was even more helpful, particularly in technology, materials and energy. Independent refiner Tesoro was the biggest contributor, appreciating on strong demand for petroleum products. Agricultural equipment maker AGCO also helped, growing its share price on surging worldwide demand for more-efficient crop production. In technology, the fund benefited from owning such stocks as Research In Motion, the Canadian maker of the BlackBerry handheld messaging device. Detractors included such holdings as agricultural products processor Archer Daniels Midland and commercial lines insurer W.R. Berkley. Many of the stocks mentioned were out-of-index positions that were sold from the portfolio by period end.

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, 2007 to October 31, 2007).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Beginning Account Value May 1, 2007	Ending Account Value October 31, 2007	Expenses Paid During Period* May 1, 2007 to October 31, 2007
Actual	$ 1,000.00	$ 1,134.50	$ 5.38
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 of 1.00%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	6.0	4.4
Hewlett-Packard Co.	4.3	4.7
AT&T, Inc.	4.3	4.9
Union Pacific Corp.	3.9	1.0
Google, Inc. Class A (sub. vtg.)	3.9	1.4
Merck & Co., Inc.	3.8	4.6
Fannie Mae	3.6	0.0
Research In Motion Ltd.	3.2	0.0
Eaton Corp.	3.2	0.0
State Street Corp.	3.2	3.1
	39.4
Top Five Market Sectors as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	26.5	10.5
Financials	16.2	22.3
Industrials	13.1	13.3
Energy	12.0	13.3
Materials	9.9	2.7

Asset Allocation (% of fund's net assets)
As of October 31, 2007 *			As of April 30, 2007 **
	Stocks 99.0%			Stocks 99.5%
	Short-Term Investments and Net Other Assets 1.0%			Short-Term Investments and Net Other Assets 0.5%
* Foreign investments		15.6%	** Foreign investments		9.0%

Annual Report

Investments October 31, 2007

Showing Percentage of Net Assets

Common Stocks - 99.0%
	Shares		Value
CONSUMER DISCRETIONARY - 3.4%
Automobiles - 1.6%
DaimlerChrysler AG	14,000		$ 1,542,100
Hotels, Restaurants & Leisure - 0.6%
Accor SA	5,800		553,508
Internet & Catalog Retail - 0.9%
Priceline.com, Inc. (a)(d)	9,000		837,900
Media - 0.3%
Phorm, Inc. (a)	8,000		341,380
TOTAL CONSUMER DISCRETIONARY			3,274,888
CONSUMER STAPLES - 2.3%
Beverages - 2.3%
The Coca-Cola Co.	36,000		2,223,360
ENERGY - 12.0%
Energy Equipment & Services - 2.0%
Schlumberger Ltd. (NY Shares)	8,000		772,560
Weatherford International Ltd. (a)	18,000		1,168,380
			1,940,940
Oil, Gas & Consumable Fuels - 10.0%
Cabot Oil & Gas Corp.	25,000		992,250
Exxon Mobil Corp.	63,400		5,832,165
Range Resources Corp.	22,400		1,006,432
Williams Companies, Inc.	54,000		1,970,460
			9,801,307
TOTAL ENERGY			11,742,247
FINANCIALS - 16.2%
Capital Markets - 9.8%
Lehman Brothers Holdings, Inc.	40,000		2,533,600
MF Global Ltd.	29,000		857,240
State Street Corp. (d)	38,900		3,103,053
T. Rowe Price Group, Inc. (d)	48,100		3,089,944
			9,583,837
Diversified Financial Services - 0.2%
Bovespa Holding SA (a)	13,000		247,587
Insurance - 1.0%
AFLAC, Inc.	10,200		640,356
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
CNinsure, Inc. ADR (a)	400		$ 10,116
Principal Financial Group, Inc.	5,000		338,350
			988,822
Real Estate Investment Trusts - 1.6%
General Growth Properties, Inc.	28,000		1,522,080
Thrifts & Mortgage Finance - 3.6%
Fannie Mae	61,000		3,479,440
TOTAL FINANCIALS			15,821,766
HEALTH CARE - 7.1%
Biotechnology - 3.3%
Amylin Pharmaceuticals, Inc. (a)	25,000		1,125,500
Celgene Corp. (a)	16,000		1,056,000
CSL Ltd. (e)	30,000		1,019,883
			3,201,383
Health Care Providers & Services - 0.0%
athenahealth, Inc.	400		15,292
Pharmaceuticals - 3.8%
Merck & Co., Inc.	62,800		3,658,728
TOTAL HEALTH CARE			6,875,403
INDUSTRIALS - 13.1%
Aerospace & Defense - 2.4%
Precision Castparts Corp.	10,000		1,498,100
Raytheon Co.	13,000		826,930
			2,325,030
Machinery - 5.7%
Eaton Corp.	34,000		3,147,720
PACCAR, Inc.	42,850		2,380,746
			5,528,466
Road & Rail - 5.0%
J.B. Hunt Transport Services, Inc.	41,000		1,136,520
Union Pacific Corp.	29,600		3,789,984
			4,926,504
TOTAL INDUSTRIALS			12,780,000
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - 26.5%
Communications Equipment - 6.7%
Cisco Systems, Inc. (a)	64,000		$ 2,115,840
Infinera Corp. (d)	11,674		257,645
Nokia Corp. sponsored ADR	26,000		1,032,720
Research In Motion Ltd. (a)	25,500		3,175,005
			6,581,210
Computers & Peripherals - 7.7%
Apple, Inc. (a)	11,000		2,089,450
EMC Corp. (a)	46,000		1,167,940
Hewlett-Packard Co.	81,700		4,222,256
			7,479,646
Electronic Equipment & Instruments - 0.7%
Amphenol Corp. Class A	15,100		668,477
Internet Software & Services - 6.6%
Akamai Technologies, Inc. (a)	6,900		270,411
Alibaba.com Ltd. (a)(e)	3,000		9,677
DealerTrack Holdings, Inc. (a)	11,300		554,717
Google, Inc. Class A (sub. vtg.) (a)	5,350		3,782,450
Omniture, Inc. (a)	31,800		1,086,288
Visual Sciences, Inc. (a)	38,600		702,520
			6,406,063
IT Services - 0.5%
Mastercard, Inc. Class A	2,500		473,875
Semiconductors & Semiconductor Equipment - 1.2%
Intel Corp.	44,000		1,183,600
Software - 3.1%
Adobe Systems, Inc. (a)	20,000		958,000
Gameloft (a)	11,300		116,401
Oracle Corp. (a)	86,000		1,906,620
			2,981,021
TOTAL INFORMATION TECHNOLOGY			25,773,892
MATERIALS - 9.9%
Chemicals - 3.4%
Albemarle Corp.	19,000		907,440
FMC Corp.	18,000		1,035,000
Monsanto Co.	14,000		1,366,820
			3,309,260
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - 6.5%
ArcelorMittal SA (NY Shares) Class A	22,000		$ 1,758,900
BHP Billiton PLC	26,000		989,753
Freeport-McMoRan Copper & Gold, Inc. Class B	24,000		2,824,320
Newcrest Mining Ltd.	24,887		758,641
			6,331,614
TOTAL MATERIALS			9,640,874
TELECOMMUNICATION SERVICES - 6.9%
Diversified Telecommunication Services - 4.3%
AT&T, Inc.	99,700		4,166,463
Wireless Telecommunication Services - 2.6%
America Movil SAB de CV Series L sponsored ADR	39,000		2,550,210
TOTAL TELECOMMUNICATION SERVICES			6,716,673
UTILITIES - 1.6%
Independent Power Producers & Energy Traders - 1.6%
NRG Energy, Inc. (a)	35,400		1,616,364
TOTAL COMMON STOCKS (Cost $83,465,058)		96,465,467
Money Market Funds - 9.5%

Fidelity Cash Central Fund, 4.97% (b)	2,917,445		2,917,445
Fidelity Securities Lending Cash Central Fund, 5.02% (b)(c)	6,289,575		6,289,575
TOTAL MONEY MARKET FUNDS (Cost $9,207,020)		9,207,020
Cash Equivalents - 0.0%
	Maturity Amount		Value
Investments in repurchase agreements in a joint trading account at 4.55%, dated 10/31/07 due 11/1/07 (Collateralized by U.S. Treasury Obligations) # (Cost $32,000)	$ 32,004		$ 32,000
TOTAL INVESTMENT PORTFOLIO - 108.5% (Cost $92,704,078)		105,704,487
NET OTHER ASSETS - (8.5)%		(8,316,301)
NET ASSETS - 100%		$ 97,388,186

Legend

(a) Non-income producing

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

(e) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

Repurchase Agreement / Counterparty	Value
$32,000 due 11/01/07 at 4.55%
ABN AMRO Bank N.V., New York Branch	$ 15,256
Banc of America Securities LLC	9,210
Merrill Lynch Government Securities, Inc.	1,069
Mizuho Securities USA, Inc.	6,102
Morgan Stanley & Co., Inc.	363
	$ 32,000

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
Fidelity Cash Central Fund	$ 151,671
Fidelity Securities Lending Cash Central Fund	13,938
Total	$ 165,609

Other Information

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

United States of America	84.4%
Canada	3.2%
Mexico	2.6%
Australia	1.8%
Luxembourg	1.8%
Germany	1.6%
Finland	1.0%
United Kingdom	1.0%
Others (individually less than 1%)	2.6%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	October 31, 2007

Assets
Investment in securities, at value (including securities loaned of $6,264,361 and repurchase agreements of $32,000) - See accompanying schedule: Unaffiliated issuers (cost $83,497,058)	$ 96,497,467
Fidelity Central Funds (cost $9,207,020)	9,207,020
Total Investments (cost $92,704,078)		$ 105,704,487
Cash		986
Receivable for investments sold		905,725
Receivable for fund shares sold		429,011
Dividends receivable		72,611
Distributions receivable from Fidelity Central Funds		12,429
Prepaid expenses		47
Receivable from investment adviser for expense reductions		10,477
Other receivables		1,545
Total assets		107,137,318

Liabilities
Payable to custodian bank	$ 172,719
Payable for investments purchased Regular delivery	2,701,530
Delayed delivery	406,020
Payable for fund shares redeemed	61,461
Accrued management fee	57,042
Other affiliated payables	21,498
Other payables and accrued expenses	39,287
Collateral on securities loaned, at value	6,289,575
Total liabilities		9,749,132

Net Assets		$ 97,388,186
Net Assets consist of:
Paid in capital		$ 74,873,600
Undistributed net investment income		278,739
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		9,234,086
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		13,001,761
Net Assets, for 6,344,102 shares outstanding		$ 97,388,186
Net Asset Value, offering price and redemption price per share ($97,388,186 ÷ 6,344,102 shares)		$ 15.35

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended October 31, 2007

Investment Income
Dividends		$ 970,704
Interest		48
Income from Fidelity Central Funds		165,609
Total income		1,136,361

Expenses
Management fee Basic fee	$ 435,251
Performance adjustment	156,757
Transfer agent fees	225,286
Accounting and security lending fees	30,334
Custodian fees and expenses	14,097
Independent trustees' compensation	268
Registration fees	16,262
Audit	46,599
Legal	947
Miscellaneous	4,882
Total expenses before reductions	930,683
Expense reductions	(157,170)	773,513
Net investment income (loss)		362,848
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	12,056,134
Foreign currency transactions	(17,294)
Total net realized gain (loss)		12,038,840
Change in net unrealized appreciation (depreciation) on: Investment securities	4,796,625
Assets and liabilities in foreign currencies	1,352
Total change in net unrealized appreciation (depreciation)		4,797,977
Net gain (loss)		16,836,817
Net increase (decrease) in net assets resulting from operations		$ 17,199,665

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

Annual Report

Statement of Changes in Net Assets

	Year ended October 31, 2007	Year ended October 31, 2006
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 362,848	$ 129,113
Net realized gain (loss)	12,038,840	9,354,660
Change in net unrealized appreciation (depreciation)	4,797,977	41,481
Net increase (decrease) in net assets resulting from operations	17,199,665	9,525,254
Distributions to shareholders from net investment income	(66,812)	(442,449)
Share transactions Proceeds from sales of shares	34,616,995	73,306,748
Reinvestment of distributions	64,368	418,321
Cost of shares redeemed	(43,333,949)	(104,162,373)
Net increase (decrease) in net assets resulting from share transactions	(8,652,586)	(30,437,304)
Redemption fees	-	7,379
Total increase (decrease) in net assets	8,480,267	(21,347,120)

Net Assets
Beginning of period	88,907,919	110,255,039
End of period (including undistributed net investment income of $278,739 and undistributed net investment income of $0, respectively)	$ 97,388,186	$ 88,907,919
Other Information Shares
Sold	2,453,115	6,079,658
Issued in reinvestment of distributions	5,212	35,006
Redeemed	(3,328,993)	(8,598,018)
Net increase (decrease)	(870,666)	(2,483,354)

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

Annual Report

Financial Highlights

Years ended October 31,	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 12.32	$ 11.37	$ 9.14	$ 8.29	$ 7.26
Income from Investment Operations
Net investment income (loss) ^B	.06	.01^E	.04^F	-^H	.02
Net realized and unrealized gain (loss)	2.98	.98	2.22	.87	1.01
Total from investment operations	3.04	.99	2.26	.87	1.03
Distributions from net investment income	(.01)	(.04)	(.03)	(.02)	-
Redemption fees added to paid in capital	-^I	-^{B, H, I}	-^{B, H}	-^{B, H}	-^{B, H}
Net asset value, end of period	$ 15.35	$ 12.32	$ 11.37	$ 9.14	$ 8.29
Total Return^A	24.70%	8.72%	24.78%	10.51%	14.19%
Ratios to Average Net Assets^{C, G}
Expenses before reductions	1.20%	1.08%	1.01%	1.07%	1.08%
Expenses net of fee waivers, if any	1.00%	1.00%	1.01%	1.07%	1.08%
Expenses net of all reductions	.99%	.98%	.98%	1.02%	1.03%
Net investment income (loss)	.47%	.12%	.40%	.01%	.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 97,388	$ 88,908	$ 110,255	$ 38,873	$ 33,581
Portfolio turnover rate^D	343%	202%	158%	201%	199%

^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 special dividend, the ratio of net investment income (loss) to average net assets would have been .24%.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2007

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.

A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

which quotations are not readily available are valued at amortized cost, which approximates value.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 13,822,939
Unrealized depreciation	(1,199,733)
Net unrealized appreciation (depreciation)	12,623,206
Undistributed ordinary income	3,150,571
Undistributed long-term capital gain	5,255,556

Cost for federal income tax purposes	$ 93,081,281

The tax character of distributions paid was as follows:

	October 31, 2007	October 31, 2006
Ordinary Income	$ 66,812	$ 442,449

4. Operating Policies.

Annual Report

4. Operating Policies - continued

Repurchase Agreements - continued

of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $258,988,862 and $263,811,098, respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .76% of the Fund's average net assets.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $166 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

Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $13,938.

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 $152,534.

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 $1,865 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's transfer agent expenses by $1,080.

10. Other.

Annual Report

Notes to Financial Statements - continued

10. Other - continued

diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

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, 2007, 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, 2007 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 19, 2007

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 (77)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), 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 (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
James C. Curvey (72)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (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. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

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 (59)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (65)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (71)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (67)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (61)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (63)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. 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 Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (68)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers**:

Name, Age; Principal Occupation
Peter S. Lynch (63)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001- present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Joseph Mauriello (63)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd., (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc., (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (57)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Mr. Wiley also serves as Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-present) and a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present), and an Advisory Director of Riverstone Holdings (private investment firm). Previously, Mr. Wiley served as Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).
Kimberley H. Monasterio (43)
	Year of Election or Appointment: 2007 President and Treasurer of Focused Stock. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of Focused Stock. Mr. Donovan also serves as Vice President of Fidelity's Equity Funds (2007-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2006 Vice President of Focused Stock. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of Focused Stock. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Scott C. Goebel (39)
	Year of Election or Appointment: 2007 Assistant Secretary of Focused Stock. Mr. Goebel also serves as Assistant Secretary of other Fidelity funds (2007-present), and is an employee of FMR.
R. Stephen Ganis (41)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Focused Stock. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer of Focused Stock. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Focused Stock. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005- present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer of Focused Stock. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer of Focused Stock. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (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) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Focused Stock. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (53)
	Year of Election or Appointment: 2004 Assistant Treasurer of Focused Stock. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer of Focused Stock. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer of Focused Stock. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

Annual Report

Distributions

The Board of Trustees of Fidelity Focused Stock Fund voted to pay on December 10, 2007, to shareholders of record at the opening of business on December 7, 2007, a distribution of $1.29 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.06 per share from net investment income.

The fund designates 100% 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 2008 of amounts for use in preparing 2007 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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Focused Stock Fund

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

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Focused Stock Fund

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 fund's total expenses ranked below its competitive median for 2006.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Managing Your Investments

By Phone

(phone_graphic)

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 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

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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®) (automated graphic) 1-800-544-5555

(automated graphic) Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

TQG-UANN-1207
1.784778.104

Fidelity®

Small Cap Independence
Fund

Annual Report

October 31, 2007

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total 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) 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, 2007	Past 1 year	Past 5 years	Past 10 years
Small Cap Independence	24.42%	17.92%	8.32%

$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, 1997. 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.

Annual Report

Management's Discussion of Fund Performance

Comments from Richard Thompson, Portfolio Manager of Fidelity® Small Cap Independence Fund

During the past year, Small Cap Independence gained 24.42%, significantly above the 9.27% return of its benchmark, the Russell 2000® Index. The fund was helped by its tilt toward growth investments during a favorable environment for that segment. A healthy allocation to international stocks helped as well, partly because of currency gains. Good sector positioning and particularly good stock selection also contributed. My stock picks in industrials - notably in the capital goods industry - did very well, as did the fund's software/services positions in technology. Most of the fund's sector-related outperformance came from financials - especially significant underweightings in banks and real estate. A large overweighting in energy contributed as well, as did stock selection there. Although there were relatively few negatives to report, poor stock selection in the retail industry detracted significantly. The best relative performer was an out-of-benchmark stake in Greek retailer Fourlis Holdings, which owns franchising rights to IKEA, the popular Swedish furniture chain. Fourlis opened two new stores in Greece this year and IKEA continued to enjoy strong consumer acceptance. Legal consultant Huron Consulting Group also contributed, as did German solar cell maker Q-Cells. In contrast, an out-of-benchmark holding in MoneyGram International detracted. This company, which specializes in money transfers, saw its shares fall after reducing its 2007 earnings outlook.

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 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, 2007 to October 31, 2007) for Small Cap Independence and for the entire period (May 2, 2007 to October 31, 2007) for Class A, Class T, Class B, Class C, and Institutional Class. The hypothetical expense Example is based on an investment of $1,000 invested for one-half year period (May 1, 2007 to October 31, 2007).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

	Beginning Account Value	Ending Account Value October 31, 2007	Expenses Paid During Period
Class A
Actual	$ 1,000.00	$ 1,068.50	$ 6.59^B
Hypothetical^A	$ 1,000.00	$ 1,018.80	$ 6.46^C
Class T
Actual	$ 1,000.00	$ 1,066.40	$ 7.93^B
Hypothetical^A	$ 1,000.00	$ 1,017.49	$ 7.78^C
Class B
Actual	$ 1,000.00	$ 1,064.20	$ 10.61^B
Hypothetical^A	$ 1,000.00	$ 1,014.87	$ 10.41^C
Class C
Actual	$ 1,000.00	$ 1,065.10	$ 10.25^B
Hypothetical^A	$ 1,000.00	$ 1,015.22	$ 10.06^C
Small Cap Independence
Actual	$ 1,000.00	$ 1,082.00	$ 5.56^B
Hypothetical^A	$ 1,000.00	$ 1,019.86	$ 5.40^C
Institutional Class
Actual	$ 1,000.00	$ 1,069.80	$ 4.88^B
Hypothetical^A	$ 1,000.00	$ 1,020.47	$ 4.79^C

^A5% return per year before expenses

^BActual expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period) for Small Cap Independence and multiplied by 183/365 (to reflect the period May 2, 2007 to October 31, 2007) for Class A, Class T, Class B, Class C, and Institutional Class.

^CHypothetical expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half period).

	Annualized Expense Ratio
Class A	1.27%
Class T	1.53%
Class B	2.05%
Class C	1.98%
Small Cap Independence	1.06%
Institutional Class	.94%

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Fourlis Holdings SA	3.0	2.2
Tesoro Corp.	2.8	2.2
FLIR Systems, Inc.	2.6	1.3
ValueClick, Inc.	2.5	2.7
Quanta Services, Inc.	2.1	0.7
Ansys, Inc.	1.8	1.5
Medicis Pharmaceutical Corp. Class A	1.7	1.8
Corin Group PLC	1.7	0.0
Corrections Corp. of America	1.6	1.2
National CineMedia, Inc.	1.5	0.9
	21.3
Top Five Market Sectors as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	18.7	20.5
Information Technology	18.7	18.1
Industrials	18.6	20.6
Health Care	15.2	11.5
Energy	11.8	15.5

Asset Allocation (% of fund's net assets)
As of October 31, 2007 *			As of April 30, 2007 **
	Stocks 96.1%			Stocks 98.9%
	Short-Term Investments and Net Other Assets 3.9%			Short-Term Investments and Net Other Assets 1.1%
*Foreign investments		24.8%	**Foreign investments		25.2%

Annual Report

Investments October 31, 2007

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.7%
Auto Components - 0.3%
Gentex Corp.	424,200		$ 8,815
Diversified Consumer Services - 0.5%
Nord Anglia Education PLC (a)	17,000		133
Stewart Enterprises, Inc. Class A	1,391,700		12,623
			12,756
Hotels, Restaurants & Leisure - 5.4%
Advani Hotels & Resorts (India) Ltd. (a)	710,710		1,396
BJ's Restaurants, Inc. (a)	283,800		5,616
Carluccio's PLC (e)	4,390,692		17,207
Denny's Corp. (a)	2,931,800		14,131
IHOP Corp.	155,300		9,835
McCormick & Schmick's Seafood Restaurants (a)(e)	779,169		13,230
P.F. Chang's China Bistro, Inc. (a)(d)	466,400		13,577
Premier Exhibitions, Inc. (a)(d)(e)	2,076,451		23,028
Ruth's Chris Steak House, Inc. (a)	415,000		5,246
The Restaurant Group PLC	865,422		4,898
Vail Resorts, Inc. (a)(d)	513,300		31,152
			139,316
Household Durables - 3.2%
Fourlis Holdings SA	1,941,530		78,203
Ryland Group, Inc.	142,300		4,046
Standard Pacific Corp. (d)	282,300		1,355
			83,604
Internet & Catalog Retail - 0.1%
Orbitz Worldwide, Inc.	228,100		2,406
Leisure Equipment & Products - 0.3%
RC2 Corp. (a)	278,800		8,314
Media - 4.1%
Carmike Cinemas, Inc. (d)(e)	941,400		14,968
Cinemark Holdings, Inc.	308,100		5,302
Dolan Media Co.	194,780		5,259
Modern Times Group MTG AB (B Shares)	233,700		16,423
National CineMedia, Inc.	1,441,635		38,809
Powerleague Group PLC	3,604,985		7,757
Regal Entertainment Group Class A	832,800		18,796
			107,314
Specialty Retail - 2.6%
bebe Stores, Inc.	525,400		7,308
Casual Male Retail Group, Inc. (a)(d)	1,018,700		8,516
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Citi Trends, Inc. (a)	266,200		$ 5,207
Pier 1 Imports, Inc. (a)(d)	1,745,700		8,886
Select Comfort Corp. (a)(d)	942,900		10,777
Shoe Carnival, Inc. (a)	509,200		8,137
Williams-Sonoma, Inc. (d)	549,900		17,289
			66,120
Textiles, Apparel & Luxury Goods - 2.2%
China Hongxing Sports Ltd.	14,000,000		12,554
Odd Molly International AB (a)	93,800		2,834
Timberland Co. Class A (a)	308,500		6,019
Volcom, Inc. (a)(d)	430,871		12,603
Worldwide Brand Management AB	1,099,600		23,969
			57,979
TOTAL CONSUMER DISCRETIONARY			486,624
CONSUMER STAPLES - 1.8%
Food & Staples Retailing - 0.0%
Itochushokuhin Co. Ltd.	36,000		1,000
Food Products - 1.8%
Corn Products International, Inc.	454,700		19,343
Diamond Foods, Inc.	261,800		5,718
Green Mountain Coffee Roasters, Inc. (a)(d)	542,449		20,233
Vilmorin & Cie	9,100		1,323
			46,617
TOTAL CONSUMER STAPLES			47,617
ENERGY - 11.8%
Energy Equipment & Services - 3.9%
Atwood Oceanics, Inc. (a)	23,400		1,971
Core Laboratories NV (a)	97,900		14,288
ElectroMagnetic GeoServices ASA (d)	612,500		9,758
John Wood Group PLC	1,430,000		12,412
Oil States International, Inc. (a)	389,100		16,805
Subsea 7, Inc. (a)	536,500		15,746
Superior Energy Services, Inc. (a)(d)	842,200		31,229
			102,209
Oil, Gas & Consumable Fuels - 7.9%
Aurora Oil & Gas Corp. (a)	1,084,108		1,539
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cabot Oil & Gas Corp.	572,300		$ 22,715
Encore Acquisition Co. (a)	268,050		9,837
Forest Oil Corp. (a)	159,900		7,770
GMX Resources, Inc. (a)(d)	89,600		3,450
Goodrich Petroleum Corp. (a)(d)	663,700		22,041
Kodiak Oil & Gas Corp. (a)	2,343,800		5,391
Mariner Energy, Inc. (a)	771,814		19,295
Plains Exploration & Production Co. (a)	345,100		17,583
Tesoro Corp.	1,216,000		73,604
Uranium One, Inc. (a)	752,330		8,358
Western Refining, Inc.	375,600		13,777
			205,360
TOTAL ENERGY			307,569
FINANCIALS - 6.8%
Capital Markets - 1.1%
Janus Capital Group, Inc. (d)	631,300		21,786
New Star Asset Management Group PLC	884,500		6,528
			28,314
Commercial Banks - 1.0%
East West Bancorp, Inc.	314,300		10,604
UCBH Holdings, Inc. (d)	837,000		14,288
			24,892
Diversified Financial Services - 1.3%
Freedom Acquisition Holdings, Inc.	22,600		299
Freedom Acquisition Holdings, Inc.:
unit	162,800		3,028
warrants 12/28/11 (a)	310,500		1,708
IMAREX NOS ASA (a)	328,200		8,501
India Hospitality Corp. (a)	833,320		5,292
JSE Ltd.	970,000		12,910
NETeller PLC (a)	2,334,500		3,470
			35,208
Insurance - 1.5%
Aspen Insurance Holdings Ltd.	592,800		16,219
IPC Holdings Ltd.	334,000		9,990
Montpelier Re Holdings Ltd.	787,924		14,104
			40,313
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 1.4%
Corporate Office Properties Trust (SBI)	189,200		$ 7,820
Extra Space Storage, Inc.	253,200		3,980
Home Properties, Inc.	156,303		8,037
Tanger Factory Outlet Centers, Inc.	257,000		10,825
U-Store-It Trust	416,500		5,373
			36,035
Real Estate Management & Development - 0.5%
Orchid Developments Group Ltd. (a)	2,366,600		6,618
Unite Group PLC	676,087		5,851
			12,469
TOTAL FINANCIALS			177,231
HEALTH CARE - 15.2%
Biotechnology - 0.7%
Alnylam Pharmaceuticals, Inc. (a)	32,300		1,020
Cougar Biotechnology, Inc. (a)	42,900		1,454
Indevus Pharmaceuticals, Inc. (a)	2,064,500		15,897
			18,371
Health Care Equipment & Supplies - 5.6%
Align Technology, Inc. (a)(d)	528,400		10,938
Conceptus, Inc. (a)(d)(e)	1,490,783		32,693
Corin Group PLC (e)	3,354,517		43,449
I-Flow Corp. (a)	505,000		9,206
Quidel Corp. (a)	988,550		20,414
Somanetics Corp. (a)	142,809		2,779
Stereotaxis, Inc. (a)	1,085,092		16,710
Zoll Medical Corp. (a)	405,900		9,928
			146,117
Health Care Providers & Services - 4.7%
Brookdale Senior Living, Inc. (d)	316,300		11,668
Capital Senior Living Corp. (a)	1,018,400		9,104
Emeritus Corp. (a)	995,000		32,835
Genoptix, Inc. (a)	154,100		3,806
Healthways, Inc. (a)	532,100		32,298
HMS Holdings Corp. (a)	282,000		8,029
Sun Healthcare Group, Inc. (a)	1,518,000		24,516
			122,256
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Technology - 0.4%
Vital Images, Inc. (a)(d)	546,700		$ 9,595
Life Sciences Tools & Services - 0.6%
Pharmaceutical Product Development, Inc.	376,853		15,918
Pharmaceuticals - 3.2%
BioMimetic Therapeutics, Inc. (a)	485,257		6,682
Eurand NV	1,418,674		19,507
Medicis Pharmaceutical Corp. Class A (d)	1,497,400		44,458
XenoPort, Inc. (a)	273,700		13,433
			84,080
TOTAL HEALTH CARE			396,337
INDUSTRIALS - 18.6%
Aerospace & Defense - 1.1%
Hexcel Corp. (a)(d)	366,800		9,181
Orbital Sciences Corp. (a)	733,200		18,719
			27,900
Airlines - 0.5%
US Airways Group, Inc. (a)	508,800		14,073
Building Products - 0.7%
Groupe Vial (d)	162,200		9,141
PGT, Inc. (a)	1,151,802		9,203
			18,344
Commercial Services & Supplies - 4.6%
Corrections Corp. of America (a)	1,492,956		42,236
Huron Consulting Group, Inc. (a)(d)	345,700		24,158
InnerWorkings, Inc. (a)(d)	1,146,800		18,452
Intertek Group PLC	228,000		4,878
PeopleSupport, Inc. (a)(d)	279,800		3,223
Rakentajain Konevuokraamo Oyj (B Shares)	197,448		7,380
The Geo Group, Inc. (a)	481,500		15,230
YouGov PLC (a)	886,932		3,135
			118,692
Construction & Engineering - 3.7%
Great Lakes Dredge & Dock Corp. (a)	164,600		1,473
I Kloukinas-I Lappas SA	817,000		12,997
Quanta Services, Inc. (a)	1,655,948		54,646
Washington Group International, Inc. (a)	293,200		28,543
			97,659
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 3.6%
American Superconductor Corp. (a)(d)	333,749		$ 9,061
Ceres Power Holdings PLC (a)(d)	2,168,700		15,184
Q-Cells AG (a)	256,000		32,601
SolarWorld AG (d)	357,200		24,230
Sunpower Corp. Class A (a)(d)	51,100		6,462
Suntech Power Holdings Co. Ltd. sponsored ADR (a)	95,500		5,624
			93,162
Machinery - 2.4%
Burckhardt Compression Holding AG	68,640		20,859
Donaldson Co., Inc.	306,600		13,141
Sulzer AG (Reg.)	18,004		28,880
			62,880
Road & Rail - 0.2%
Old Dominion Freight Lines, Inc. (a)	175,500		3,965
Trading Companies & Distributors - 1.8%
Beacon Roofing Supply, Inc. (a)(d)	589,150		5,296
Bergman & Beving AB (B Shares)	667,443		22,060
Rush Enterprises, Inc. Class A (a)	1,226,250		20,785
			48,141
TOTAL INDUSTRIALS			484,816
INFORMATION TECHNOLOGY - 18.7%
Communications Equipment - 0.9%
Bookham, Inc. (a)	1,341,716		4,012
Polycom, Inc. (a)	695,400		19,457
			23,469
Computers & Peripherals - 3.2%
Diebold, Inc.	728,900		30,497
Hypercom Corp. (a)	1,268,500		6,863
NCR Corp. (a)	606,400		16,731
STEC, Inc. (a)	1,871,200		12,051
Teradata Corp. (a)	606,400		17,301
			83,443
Electronic Equipment & Instruments - 2.8%
FLIR Systems, Inc. (a)(d)	959,569		66,584
Staktek Holdings, Inc. (a)	1,890,913		6,410
			72,994
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 5.8%
Bankrate, Inc. (a)(d)	424,908		$ 19,525
Blinkx PLC	6,882,800		4,543
CyberSource Corp. (a)	221,348		3,619
Dice Holdings, Inc.	1,000,000		12,810
LoopNet, Inc. (a)	1,292,841		24,370
Omniture, Inc. (a)	623,637		21,303
ValueClick, Inc. (a)(d)	2,352,000		63,951
			150,121
IT Services - 2.1%
ExlService Holdings, Inc.	446,699		12,061
MoneyGram International, Inc. (d)	713,953		11,388
Patni Computer Systems Ltd. sponsored ADR (d)	1,013,800		21,401
Syntel, Inc.	190,603		8,116
WNS Holdings Ltd. ADR (a)	4,500		96
			53,062
Semiconductors & Semiconductor Equipment - 1.5%
Integrated Device Technology, Inc. (a)	614,300		8,250
Intersil Corp. Class A	357,800		10,856
PDF Solutions, Inc. (a)	217,565		1,719
Silicon Motion Technology Corp. sponsored ADR (a)(d)	651,500		16,288
Supertex, Inc. (a)	62,325		2,277
			39,390
Software - 2.4%
Ansys, Inc. (a)	1,191,870		46,256
Quality Systems, Inc. (d)	455,600		16,506
			62,762
TOTAL INFORMATION TECHNOLOGY			485,241
MATERIALS - 3.9%
Chemicals - 0.9%
Calgon Carbon Corp. (a)(d)	1,627,788		24,254
Metals & Mining - 3.0%
Carpenter Technology Corp.	257,000		37,242
RTI International Metals, Inc. (a)(d)	277,700		21,711
Shore Gold, Inc. (a)	3,946,600		19,018
			77,971
TOTAL MATERIALS			102,225
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 0.6%
Independent Power Producers & Energy Traders - 0.6%
Clipper Windpower PLC (a)	655,000		$ 9,056
Vergnet SA	271,600		5,725
			14,781
TOTAL COMMON STOCKS (Cost $2,129,200)		2,502,441
Money Market Funds - 12.9%

Fidelity Cash Central Fund, 4.97% (b)	117,807,867		117,808
Fidelity Securities Lending Cash Central Fund, 5.02% (b)(c)	218,664,360		218,664
TOTAL MONEY MARKET FUNDS (Cost $336,472)		336,472
Cash Equivalents - 0.3%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 4.54%, dated 10/31/07 due 11/1/07 (Collateralized by U.S. Treasury Obligations) # (Cost $6,557)	$ 6,558		6,557
TOTAL INVESTMENT PORTFOLIO - 109.3% (Cost $2,472,229)			2,845,470
NET OTHER ASSETS - (9.3)%			(241,236)
NET ASSETS - 100%		$ 2,604,234

Legend

(a) Non-income producing

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

(e) Affiliated company

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

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$6,557,000 due 11/01/07 at 4.54%
Banc of America Securities LLC	$ 3,723
Lehman Brothers, Inc.	2,834
	$ 6,557

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	$ 3,563
Fidelity Securities Lending Cash Central Fund	4,749
Total	$ 8,312

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Aladdin Knowledge Systems Ltd.	$ 22,739	$ -	$ 23,584	$ -	$ -
Bookham, Inc.	11,061	-	4,627	-	-
Capital Senior Living Corp.	14,010	-	4,798	-	-
Carluccio's PLC	-	18,053	2,310	80	17,207
Carmike Cinemas, Inc.	23,888	1,477	8,389	-	14,968
Cash Systems, Inc.	6,210	-	5,988	-	-
Conceptus, Inc.	33,323	6,833	10,218	-	32,693
Corin Group PLC	-	40,167	-	65	43,449
Cynosure, Inc. Class A	9,200	-	9,568	-	-
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
FARO Technologies, Inc.	$ 24,004	$ -	$ 29,488	$ -	$ -
HMS Holdings Corp.	-	35,691	35,529	-	-
Huron Consulting Group, Inc.	56,845	5,895	80,152	-	-
India Hospitality Corp.	-	6,748	1,782	-	-
McCormick & Schmick's Seafood Restaurants	11,066	11,152	1,955	-	13,230
Optimal Group, Inc. Class A	19,428	-	17,870	-	-
PGT, Inc.	10,471	12,101	5,659	-	-
Premier Exhibitions, Inc.	-	28,897	1,838	-	23,028
Worldwide Brand Management AB	-	19,992	5,661	118	-
Total	$ 242,245	$ 187,006	$ 249,416	$ 263	$ 144,575

Other Information

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

United States of America	75.2%
United Kingdom	5.5%
Greece	3.5%
Sweden	2.4%
Germany	2.2%
Switzerland	1.9%
Bermuda	1.5%
Cayman Islands	1.3%
Netherlands	1.2%
Canada	1.2%
Others (individually less than 1%)	4.1%
	100.0%

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, 2007
Assets
Investment in securities, at value (including securities loaned of $216,429 and repurchase agreements of $6,557) - See accompanying schedule: Unaffiliated issuers (cost $1,991,640)	$ 2,364,423
Fidelity Central Funds (cost $336,472)	336,472
Other affiliated issuers (cost $144,117)	144,575
Total Investments (cost $2,472,229)		$ 2,845,470
Cash		1
Receivable for investments sold		3,395
Receivable for fund shares sold		7,550
Dividends receivable		603
Distributions receivable from Fidelity Central Funds		608
Prepaid expenses		1
Other receivables		129
Total assets		2,857,757

Liabilities
Payable for investments purchased	$ 29,641
Payable for fund shares redeemed	2,811
Accrued management fee	1,639
Distribution fees payable	1
Other affiliated payables	570
Other payables and accrued expenses	197
Collateral on securities loaned, at value	218,664
Total liabilities		253,523

Net Assets		$ 2,604,234
Net Assets consist of:
Paid in capital		$ 1,882,304
Accumulated net investment loss		(1)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		348,763
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		373,168
Net Assets		$ 2,604,234

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, 2007
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($981.747 ÷ 39.596 shares)		$ 24.79

Maximum offering price per share (100/94.25 of $24.79)		$ 26.30
Class T: Net Asset Value and redemption price per share ($420.034 ÷ 16.979 shares)		$ 24.74

Maximum offering price per share (100/96.50 of $24.74)		$ 25.64
Class B: Net Asset Value and offering price per share ($418.617 ÷ 16.955 shares)^A		$ 24.69

Class C: Net Asset Value and offering price per share ($294.101÷ 11.900 shares)^A		$ 24.71


Small Cap Independence: Net Asset Value, offering price and redemption price per share ($2,601,957.568 ÷ 104,882.669 shares)		$ 24.81

Institutional Class: Net Asset Value, offering price and redemption price per share ($161.874 ÷ 6.522 shares)		$ 24.82

^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

Statement of Operations

Amounts in thousands	Year ended October 31, 2007
Investment Income
Dividends (including $263 earned from other affiliated issuers)		$ 10,734
Special dividends		2,414
Interest		22
Income from Fidelity Central Funds (including $4,749 from security lending)		8,312
Total income		21,482

Expenses
Management fee Basic fee	$ 16,580
Performance adjustment	2,487
Transfer agent fees	6,529
Distribution fees	3
Accounting and security lending fees	861
Custodian fees and expenses	425
Independent trustees' compensation	9
Registration fees	122
Audit	68
Legal	26
Interest	144
Miscellaneous	58
Total expenses before reductions	27,312
Expense reductions	(477)	26,835
Net investment income (loss)		(5,353)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	340,039
Other affiliated issuers	18,335
Foreign currency transactions	293
Total net realized gain (loss)		358,667
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $70)	248,675
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		248,674
Net gain (loss)		607,341
Net increase (decrease) in net assets resulting from operations		$ 601,988

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, 2007	Year ended October 31, 2006
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (5,353)	$ 7,307
Net realized gain (loss)	358,667	312,656
Change in net unrealized appreciation (depreciation)	248,674	(68,039)
Net increase (decrease) in net assets resulting from operations	601,988	251,924
Distributions to shareholders from net investment income	(5,903)	(5,739)
Distributions to shareholders from net realized gain	(276,274)	(109,861)
Total distributions	(282,177)	(115,600)
Share transactions - net increase (decrease)	(339,424)	877,539
Redemption fees	409	92
Total increase (decrease) in net assets	(19,204)	1,013,955

Net Assets
Beginning of period	2,623,438	1,609,483
End of period (including accumulated net investment loss of $1 and undistributed net investment income of $6,996, respectively)	$ 2,604,234	$ 2,623,438

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

Annual Report

Financial Highlights - Class A

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.07)^H
Net realized and unrealized gain (loss)	1.66
Total from investment operations	1.59
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.79
Total Return^{B, C, D}	6.85%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.27%^A
Expenses net of fee waivers, if any	1.27%^A
Expenses net of all reductions	1.26%^A
Net investment income (loss)	(.57)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 982
Portfolio turnover rate^G	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

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.10)^H
Net realized and unrealized gain (loss)	1.64
Total from investment operations	1.54
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.74
Total Return^{B, C, D}	6.64%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.53%^A
Expenses net of fee waivers, if any	1.53%^A
Expenses net of all reductions	1.52%^A
Net investment income (loss)	(.83)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 420
Portfolio turnover rate^G	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

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.15)^H
Net realized and unrealized gain (loss)	1.64
Total from investment operations	1.49
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.69
Total Return^{B, C, D}	6.42%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	2.07%^A
Expenses net of fee waivers, if any	2.05%^A
Expenses net of all reductions	2.04%^A
Net investment income (loss)	(1.32)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 419
Portfolio turnover rate^G	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

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.15)^H
Net realized and unrealized gain (loss)	1.66
Total from investment operations	1.51
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.71
Total Return^{B, C, D}	6.51%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.98%^A
Expenses net of fee waivers, if any	1.98%^A
Expenses net of all reductions	1.97%^A
Net investment income (loss)	(1.27)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 294
Portfolio turnover rate^G	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,	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 22.23	$ 20.82	$ 18.30	$ 16.87	$ 13.56
Income from Investment Operations
Net investment income (loss)^B	(.04)^E	.07^F	.10^G	(.09)	(.08)
Net realized and unrealized gain (loss)	5.01	2.75	3.31	1.52	3.38
Total from investment operations	4.97	2.82	3.41	1.43	3.30
Distributions from net investment income	(.05)	(.07)	-	-	-
Distributions from net realized gain	(2.34)	(1.34)	(.89)	-	-
Total distributions	(2.39)	(1.41)	(.89)	-	-
Redemption fees added to paid in capital	-^I	-^I	-^I	-^I	.01
Net asset value, end of period	$ 24.81	$ 22.23	$ 20.82	$ 18.30	$ 16.87
Total Return^A	24.42%	14.08%	19.05%	8.48%	24.41%
Ratios to Average Net Assets^{C, H}
Expenses before reductions	1.01%	.86%	.78%	.95%	1.06%
Expenses net of fee waivers, if any	1.00%	.86%	.78%	.95%	1.06%
Expenses net of all reductions	.99%	.81%	.75%	.91%	.93%
Net investment income (loss)	(.20)%^E	.32%^F	.49%^G	(.49)%	(.59)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,602	$ 2,623	$ 1,609	$ 945	$ 933
Portfolio turnover rate^D	84%	126%	61%	95%	220%

^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

Period ended October 31,	2007^H
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^D	(.03)^G
Net realized and unrealized gain (loss)	1.65
Total from investment operations	1.62
Redemption fees added to paid in capital	-^J
Net asset value, end of period	$ 24.82
Total Return^{B, C}	6.98%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.94%^A
Expenses net of fee waivers, if any	.94%^A
Expenses net of all reductions	.93%^A
Net investment income (loss)	(.24)%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 162
Portfolio turnover rate^F	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.

^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 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, 2007

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 class has exclusive voting rights with respect to matters that affect that class. The Fund commenced sale of Class A, Class T, Class B, Class C, and Institutional Class shares and the existing class was designated Small Cap Independence on May 2, 2007. 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.

A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

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

Annual Report

3. Significant Accounting Policies - continued

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 for processing shareholder transactions 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. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income and income 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

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to short-term capital gains, foreign currency transactions, deferred trustees compensation, passive foreign investment companies and losses deferred due to wash sales.

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

Unrealized appreciation	$ 597,239,329
Unrealized depreciation	(230,622,085)
Net unrealized appreciation (depreciation)	366,617,244
Undistributed ordinary income	104,257,805
Undistributed long-term capital gain	179,923,490

Cost for federal income tax purposes	$ 2,478,852,684

The tax character of distributions paid was as follows:

	October 31, 2007	October 31, 2006
Ordinary Income	$ 96,813,822	$ 45,091,837
Long-term Capital Gains	185,363,025	70,508,006
Total	$ 282,176,847	$ 115,599,843

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.

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $2,217,313,257 and $2,925,135,771 respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 .70% 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, except for the Institutional Class. 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, 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%	$ 451	$ 145
Class T	.25%	.25%	534	244
Class B	.75%	.25%	1,506	1,252
Class C	.75%	.25%	659	634
			$ 3,150	$ 2,275

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.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 2,324
Class T	347
Class B*	268
	$ 2,939

* 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.

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, except for Small Cap Independence. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer agent for Small Cap Independence shares. FIIOC and FSC receive account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC and FSC pay for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

	Amount	% of Average Net Assets
Class A	$ 431	.24
Class T	261	.24
Class B	427	.28
Class C	135	.20
Small Cap Independence	6,527,600	.24
Institutional Class	84	.15
	$ 6,528,938

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 73,568,692	5.43%	$ 144,246

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $5,746 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. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following class was in reimbursement during the period:

Class B	2.05%	$ 32

In addition, FMR voluntarily agreed to reimburse a portion of the existing class' operating expenses. During the period, this reimbursement reduced the existing class' expenses by $58,051.

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 $204,028 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3,061. During the period, credits reduced each class' transfer agent expense as noted in the table below.

	Transfer Agent expense reduction
Class A	$ 1
Class B	3
Small Cap Independence	176,234
	$ 176,238

10. Other.

Annual Report

Notes to Financial Statements - continued

10. Other - continued

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Years ended October 31,
	2007	2006
From net investment income
Small Cap Independence	$ 5,903,294	$ 5,738,532
From net realized gain
Small Cap Independence	$ 276,273,553	$ 109,861,311

Annual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares Years ended October 31,		Dollars Years ended October 31,
	2007^A	2006	2007^A	2006
Class A
Shares sold	39,664	-	$ 938,196	$ -
Shares redeemed	(68)	-	(1,600)	-
Net increase (decrease)	39,596	-	$ 936,596	$ -
Class T
Shares sold	18,137	-	$ 428,614	$ -
Shares redeemed	(1,158)	-	(27,114)	-
Net increase (decrease)	16,979	-	$ 401,500	$ -
Class B
Shares sold	17,465	-	$ 416,243	$ -
Shares redeemed	(510)	-	(11,656)	-
Net increase (decrease)	16,955	-	$ 404,587	$ -
Class C
Shares sold	11,900	-	$ 280,674	$ -
Net increase (decrease)	11,900	-	$ 280,674	$ -
Small Cap Independence
Shares sold	32,041,460	58,063,547	$ 729,761,760	$ 1,250,445,066
Reinvestment of distributions	13,404,443	5,524,256	278,946,469	113,854,929
Shares redeemed	(58,552,907)	(22,913,849)	(1,350,305,894)	(486,761,156)
Net increase (decrease)	(13,107,004)	40,673,864	$ (341,597,665)	$ 877,538,839
Institutional Class
Shares sold	6,522	-	$ 152,275	$ -
Net increase (decrease)	6,522	-	$ 152,275	$ -

^A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period May 2, 2007 (commencement of sale of shares)
to October 31, 2007.

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, 2007, 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 five years in the period then ended. 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, 2007, 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, 2007, 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 its 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2007

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 (77)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), 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 (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
James C. Curvey (72)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (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. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

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 (59)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (65)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (71)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (67)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (61)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (63)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. 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 Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (68)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers**:

Name, Age; Principal Occupation
Peter S. Lynch (63)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001- present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Joseph Mauriello (63)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd., (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc., (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (57)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Mr. Wiley also serves as Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-present) and a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present), and an Advisory Director of Riverstone Holdings (private investment firm). Previously, Mr. Wiley served as Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).
Kimberley H. Monasterio (43)
	Year of Election or Appointment: 2007 President and Treasurer of Small Cap Independence. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of Small Cap Independence. Mr. Donovan also serves as Vice President of Fidelity's Equity Funds (2007-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2006 Vice President of Small Cap Independence. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of Small Cap Independence. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Scott C. Goebel (39)
	Year of Election or Appointment: 2007 Assistant Secretary of Small Cap Independence. Mr. Goebel also serves as Assistant Secretary of other Fidelity funds (2007-present), and is an employee of FMR.
R. Stephen Ganis (41)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Small Cap Independence. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer of Small Cap Independence. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Small Cap Independence. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer of Small Cap Independence. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer of Small Cap Independence. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (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) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Small Cap Independence. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (53)
	Year of Election or Appointment: 2004 Assistant Treasurer of Small Cap Independence. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer of Small Cap Independence. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer of Small Cap Independence. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

Annual Report

Distributions

The Board of Trustees of Fidelity Small Cap Independence Fund voted to pay on December 10, 2007, to shareholders of record at the opening of business on December 7, 2007, a distribution of $2.718 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2007, $180,004,573 or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 6% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 14% of the dividends distributed in December 2006 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 2008 of amounts for use in preparing 2007 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 and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. (The fund did not offer Advisor classes as of December 31, 2006.) The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Independence Fund

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the third quartile for the one-year period, the second quartile for the three-year period, and the fourth 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 considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance.

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 5% means that 95% 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

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 2006. 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.

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

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 fund's negative 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 2006.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Managing Your Investments

By Phone

(phone_graphic)

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 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

10100 Santa Monica Blvd.
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

16995 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

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

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

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, 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

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
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

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 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

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

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, 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

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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 Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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®) (automated graphic) 1-800-544-5555

(automated graphic) Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

SCS-UANN-1207
1.784779.104

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor

Small Cap Independence

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

Annual Report

October 31, 2007

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

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total 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) 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 class' 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, 2007	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 5.75% sales charge)^A	17.17%	16.52%	7.67%
Class T (incl. 3.50% sales charge)^B	19.73%	17.02%	7.90%
Class B (incl. contingent deferred sales charge) ^C	18.82%	17.60%	8.26%
Class C (incl. contingent deferred sales charge) ^D	22.92%	17.83%	8.27%

^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

Performance - continued

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Small Cap Independence Fund on October 31, 1997. 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, Class T, Class B, and Class C took place on May 2, 2007. See above for additional information regarding the performance of Class A, Class T, Class B, and Class C.

Annual Report

Management's Discussion of Fund Performance

Comments from Richard Thompson, Portfolio Manager of Fidelity Advisor Small Cap Independence Fund

During the past year, the fund significantly outpaced the 9.27% return of the Russell 2000® Index. (For specific class-level performance results, please refer to the performance section of this report.) The fund was helped by its tilt toward growth investments during a favorable environment for that segment. A healthy allocation to international stocks helped as well, partly because of currency gains. Good sector positioning and particularly good stock selection also contributed. My stock picks in industrials - notably in the capital goods industry - did very well, as did the fund's software/services positions in technology. Most of the fund's sector-related outperformance came from financials - especially significant underweightings in banks and real estate. A large overweighting in energy contributed as well, as did stock selection there. Although there were relatively few negatives to report, poor stock selection in the retail industry detracted significantly. The best relative performer was an out-of-benchmark stake in Greek retailer Fourlis Holdings, which owns franchising rights to IKEA, the popular Swedish furniture chain. Fourlis opened two new stores in Greece this year and IKEA continued to enjoy strong consumer acceptance. Legal consultant Huron Consulting Group also contributed, as did German solar cell maker Q-Cells. In contrast, an out-of-benchmark holding in MoneyGram International detracted. This company, which specializes in money transfers, saw its shares fall after reducing its 2007 earnings outlook.

Annual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Beginning Account Value	Ending Account Value October 31, 2007	Expenses Paid During Period
Class A
Actual	$ 1,000.00	$ 1,068.50	$ 6.59^B
Hypothetical^A	$ 1,000.00	$ 1,018.80	$ 6.46^C
Class T
Actual	$ 1,000.00	$ 1,066.40	$ 7.93^B
Hypothetical^A	$ 1,000.00	$ 1,017.49	$ 7.78^C
Class B
Actual	$ 1,000.00	$ 1,064.20	$ 10.61^B
Hypothetical^A	$ 1,000.00	$ 1,014.87	$ 10.41^C
Class C
Actual	$ 1,000.00	$ 1,065.10	$ 10.25^B
Hypothetical^A	$ 1,000.00	$ 1,015.22	$ 10.06^C
Small Cap Independence
Actual	$ 1,000.00	$ 1,082.00	$ 5.56^B
Hypothetical^A	$ 1,000.00	$ 1,019.86	$ 5.40^C
Institutional Class
Actual	$ 1,000.00	$ 1,069.80	$ 4.88^B
Hypothetical^A	$ 1,000.00	$ 1,020.47	$ 4.79^C

^A5% return per year before expenses

	Annualized Expense Ratio
Class A	1.27%
Class T	1.53%
Class B	2.05%
Class C	1.98%
Small Cap Independence	1.06%
Institutional Class	.94%

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Fourlis Holdings SA	3.0	2.2
Tesoro Corp.	2.8	2.2
FLIR Systems, Inc.	2.6	1.3
ValueClick, Inc.	2.5	2.7
Quanta Services, Inc.	2.1	0.7
Ansys, Inc.	1.8	1.5
Medicis Pharmaceutical Corp. Class A	1.7	1.8
Corin Group PLC	1.7	0.0
Corrections Corp. of America	1.6	1.2
National CineMedia, Inc.	1.5	0.9
	21.3
Top Five Market Sectors as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	18.7	20.5
Information Technology	18.7	18.1
Industrials	18.6	20.6
Health Care	15.2	11.5
Energy	11.8	15.5

Asset Allocation (% of fund's net assets)
As of October 31, 2007 *			As of April 30, 2007 **
	Stocks 96.1%			Stocks 98.9%
	Short-Term Investments and Net Other Assets 3.9%			Short-Term Investments and Net Other Assets 1.1%
*Foreign investments		24.8%	**Foreign investments		25.2%

Annual Report

Investments October 31, 2007

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.7%
Auto Components - 0.3%
Gentex Corp.	424,200		$ 8,815
Diversified Consumer Services - 0.5%
Nord Anglia Education PLC (a)	17,000		133
Stewart Enterprises, Inc. Class A	1,391,700		12,623
			12,756
Hotels, Restaurants & Leisure - 5.4%
Advani Hotels & Resorts (India) Ltd. (a)	710,710		1,396
BJ's Restaurants, Inc. (a)	283,800		5,616
Carluccio's PLC (e)	4,390,692		17,207
Denny's Corp. (a)	2,931,800		14,131
IHOP Corp.	155,300		9,835
McCormick & Schmick's Seafood Restaurants (a)(e)	779,169		13,230
P.F. Chang's China Bistro, Inc. (a)(d)	466,400		13,577
Premier Exhibitions, Inc. (a)(d)(e)	2,076,451		23,028
Ruth's Chris Steak House, Inc. (a)	415,000		5,246
The Restaurant Group PLC	865,422		4,898
Vail Resorts, Inc. (a)(d)	513,300		31,152
			139,316
Household Durables - 3.2%
Fourlis Holdings SA	1,941,530		78,203
Ryland Group, Inc.	142,300		4,046
Standard Pacific Corp. (d)	282,300		1,355
			83,604
Internet & Catalog Retail - 0.1%
Orbitz Worldwide, Inc.	228,100		2,406
Leisure Equipment & Products - 0.3%
RC2 Corp. (a)	278,800		8,314
Media - 4.1%
Carmike Cinemas, Inc. (d)(e)	941,400		14,968
Cinemark Holdings, Inc.	308,100		5,302
Dolan Media Co.	194,780		5,259
Modern Times Group MTG AB (B Shares)	233,700		16,423
National CineMedia, Inc.	1,441,635		38,809
Powerleague Group PLC	3,604,985		7,757
Regal Entertainment Group Class A	832,800		18,796
			107,314
Specialty Retail - 2.6%
bebe Stores, Inc.	525,400		7,308
Casual Male Retail Group, Inc. (a)(d)	1,018,700		8,516
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Citi Trends, Inc. (a)	266,200		$ 5,207
Pier 1 Imports, Inc. (a)(d)	1,745,700		8,886
Select Comfort Corp. (a)(d)	942,900		10,777
Shoe Carnival, Inc. (a)	509,200		8,137
Williams-Sonoma, Inc. (d)	549,900		17,289
			66,120
Textiles, Apparel & Luxury Goods - 2.2%
China Hongxing Sports Ltd.	14,000,000		12,554
Odd Molly International AB (a)	93,800		2,834
Timberland Co. Class A (a)	308,500		6,019
Volcom, Inc. (a)(d)	430,871		12,603
Worldwide Brand Management AB	1,099,600		23,969
			57,979
TOTAL CONSUMER DISCRETIONARY			486,624
CONSUMER STAPLES - 1.8%
Food & Staples Retailing - 0.0%
Itochushokuhin Co. Ltd.	36,000		1,000
Food Products - 1.8%
Corn Products International, Inc.	454,700		19,343
Diamond Foods, Inc.	261,800		5,718
Green Mountain Coffee Roasters, Inc. (a)(d)	542,449		20,233
Vilmorin & Cie	9,100		1,323
			46,617
TOTAL CONSUMER STAPLES			47,617
ENERGY - 11.8%
Energy Equipment & Services - 3.9%
Atwood Oceanics, Inc. (a)	23,400		1,971
Core Laboratories NV (a)	97,900		14,288
ElectroMagnetic GeoServices ASA (d)	612,500		9,758
John Wood Group PLC	1,430,000		12,412
Oil States International, Inc. (a)	389,100		16,805
Subsea 7, Inc. (a)	536,500		15,746
Superior Energy Services, Inc. (a)(d)	842,200		31,229
			102,209
Oil, Gas & Consumable Fuels - 7.9%
Aurora Oil & Gas Corp. (a)	1,084,108		1,539
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cabot Oil & Gas Corp.	572,300		$ 22,715
Encore Acquisition Co. (a)	268,050		9,837
Forest Oil Corp. (a)	159,900		7,770
GMX Resources, Inc. (a)(d)	89,600		3,450
Goodrich Petroleum Corp. (a)(d)	663,700		22,041
Kodiak Oil & Gas Corp. (a)	2,343,800		5,391
Mariner Energy, Inc. (a)	771,814		19,295
Plains Exploration & Production Co. (a)	345,100		17,583
Tesoro Corp.	1,216,000		73,604
Uranium One, Inc. (a)	752,330		8,358
Western Refining, Inc.	375,600		13,777
			205,360
TOTAL ENERGY			307,569
FINANCIALS - 6.8%
Capital Markets - 1.1%
Janus Capital Group, Inc. (d)	631,300		21,786
New Star Asset Management Group PLC	884,500		6,528
			28,314
Commercial Banks - 1.0%
East West Bancorp, Inc.	314,300		10,604
UCBH Holdings, Inc. (d)	837,000		14,288
			24,892
Diversified Financial Services - 1.3%
Freedom Acquisition Holdings, Inc.	22,600		299
Freedom Acquisition Holdings, Inc.:
unit	162,800		3,028
warrants 12/28/11 (a)	310,500		1,708
IMAREX NOS ASA (a)	328,200		8,501
India Hospitality Corp. (a)	833,320		5,292
JSE Ltd.	970,000		12,910
NETeller PLC (a)	2,334,500		3,470
			35,208
Insurance - 1.5%
Aspen Insurance Holdings Ltd.	592,800		16,219
IPC Holdings Ltd.	334,000		9,990
Montpelier Re Holdings Ltd.	787,924		14,104
			40,313
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 1.4%
Corporate Office Properties Trust (SBI)	189,200		$ 7,820
Extra Space Storage, Inc.	253,200		3,980
Home Properties, Inc.	156,303		8,037
Tanger Factory Outlet Centers, Inc.	257,000		10,825
U-Store-It Trust	416,500		5,373
			36,035
Real Estate Management & Development - 0.5%
Orchid Developments Group Ltd. (a)	2,366,600		6,618
Unite Group PLC	676,087		5,851
			12,469
TOTAL FINANCIALS			177,231
HEALTH CARE - 15.2%
Biotechnology - 0.7%
Alnylam Pharmaceuticals, Inc. (a)	32,300		1,020
Cougar Biotechnology, Inc. (a)	42,900		1,454
Indevus Pharmaceuticals, Inc. (a)	2,064,500		15,897
			18,371
Health Care Equipment & Supplies - 5.6%
Align Technology, Inc. (a)(d)	528,400		10,938
Conceptus, Inc. (a)(d)(e)	1,490,783		32,693
Corin Group PLC (e)	3,354,517		43,449
I-Flow Corp. (a)	505,000		9,206
Quidel Corp. (a)	988,550		20,414
Somanetics Corp. (a)	142,809		2,779
Stereotaxis, Inc. (a)	1,085,092		16,710
Zoll Medical Corp. (a)	405,900		9,928
			146,117
Health Care Providers & Services - 4.7%
Brookdale Senior Living, Inc. (d)	316,300		11,668
Capital Senior Living Corp. (a)	1,018,400		9,104
Emeritus Corp. (a)	995,000		32,835
Genoptix, Inc. (a)	154,100		3,806
Healthways, Inc. (a)	532,100		32,298
HMS Holdings Corp. (a)	282,000		8,029
Sun Healthcare Group, Inc. (a)	1,518,000		24,516
			122,256
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Technology - 0.4%
Vital Images, Inc. (a)(d)	546,700		$ 9,595
Life Sciences Tools & Services - 0.6%
Pharmaceutical Product Development, Inc.	376,853		15,918
Pharmaceuticals - 3.2%
BioMimetic Therapeutics, Inc. (a)	485,257		6,682
Eurand NV	1,418,674		19,507
Medicis Pharmaceutical Corp. Class A (d)	1,497,400		44,458
XenoPort, Inc. (a)	273,700		13,433
			84,080
TOTAL HEALTH CARE			396,337
INDUSTRIALS - 18.6%
Aerospace & Defense - 1.1%
Hexcel Corp. (a)(d)	366,800		9,181
Orbital Sciences Corp. (a)	733,200		18,719
			27,900
Airlines - 0.5%
US Airways Group, Inc. (a)	508,800		14,073
Building Products - 0.7%
Groupe Vial (d)	162,200		9,141
PGT, Inc. (a)	1,151,802		9,203
			18,344
Commercial Services & Supplies - 4.6%
Corrections Corp. of America (a)	1,492,956		42,236
Huron Consulting Group, Inc. (a)(d)	345,700		24,158
InnerWorkings, Inc. (a)(d)	1,146,800		18,452
Intertek Group PLC	228,000		4,878
PeopleSupport, Inc. (a)(d)	279,800		3,223
Rakentajain Konevuokraamo Oyj (B Shares)	197,448		7,380
The Geo Group, Inc. (a)	481,500		15,230
YouGov PLC (a)	886,932		3,135
			118,692
Construction & Engineering - 3.7%
Great Lakes Dredge & Dock Corp. (a)	164,600		1,473
I Kloukinas-I Lappas SA	817,000		12,997
Quanta Services, Inc. (a)	1,655,948		54,646
Washington Group International, Inc. (a)	293,200		28,543
			97,659
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 3.6%
American Superconductor Corp. (a)(d)	333,749		$ 9,061
Ceres Power Holdings PLC (a)(d)	2,168,700		15,184
Q-Cells AG (a)	256,000		32,601
SolarWorld AG (d)	357,200		24,230
Sunpower Corp. Class A (a)(d)	51,100		6,462
Suntech Power Holdings Co. Ltd. sponsored ADR (a)	95,500		5,624
			93,162
Machinery - 2.4%
Burckhardt Compression Holding AG	68,640		20,859
Donaldson Co., Inc.	306,600		13,141
Sulzer AG (Reg.)	18,004		28,880
			62,880
Road & Rail - 0.2%
Old Dominion Freight Lines, Inc. (a)	175,500		3,965
Trading Companies & Distributors - 1.8%
Beacon Roofing Supply, Inc. (a)(d)	589,150		5,296
Bergman & Beving AB (B Shares)	667,443		22,060
Rush Enterprises, Inc. Class A (a)	1,226,250		20,785
			48,141
TOTAL INDUSTRIALS			484,816
INFORMATION TECHNOLOGY - 18.7%
Communications Equipment - 0.9%
Bookham, Inc. (a)	1,341,716		4,012
Polycom, Inc. (a)	695,400		19,457
			23,469
Computers & Peripherals - 3.2%
Diebold, Inc.	728,900		30,497
Hypercom Corp. (a)	1,268,500		6,863
NCR Corp. (a)	606,400		16,731
STEC, Inc. (a)	1,871,200		12,051
Teradata Corp. (a)	606,400		17,301
			83,443
Electronic Equipment & Instruments - 2.8%
FLIR Systems, Inc. (a)(d)	959,569		66,584
Staktek Holdings, Inc. (a)	1,890,913		6,410
			72,994
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 5.8%
Bankrate, Inc. (a)(d)	424,908		$ 19,525
Blinkx PLC	6,882,800		4,543
CyberSource Corp. (a)	221,348		3,619
Dice Holdings, Inc.	1,000,000		12,810
LoopNet, Inc. (a)	1,292,841		24,370
Omniture, Inc. (a)	623,637		21,303
ValueClick, Inc. (a)(d)	2,352,000		63,951
			150,121
IT Services - 2.1%
ExlService Holdings, Inc.	446,699		12,061
MoneyGram International, Inc. (d)	713,953		11,388
Patni Computer Systems Ltd. sponsored ADR (d)	1,013,800		21,401
Syntel, Inc.	190,603		8,116
WNS Holdings Ltd. ADR (a)	4,500		96
			53,062
Semiconductors & Semiconductor Equipment - 1.5%
Integrated Device Technology, Inc. (a)	614,300		8,250
Intersil Corp. Class A	357,800		10,856
PDF Solutions, Inc. (a)	217,565		1,719
Silicon Motion Technology Corp. sponsored ADR (a)(d)	651,500		16,288
Supertex, Inc. (a)	62,325		2,277
			39,390
Software - 2.4%
Ansys, Inc. (a)	1,191,870		46,256
Quality Systems, Inc. (d)	455,600		16,506
			62,762
TOTAL INFORMATION TECHNOLOGY			485,241
MATERIALS - 3.9%
Chemicals - 0.9%
Calgon Carbon Corp. (a)(d)	1,627,788		24,254
Metals & Mining - 3.0%
Carpenter Technology Corp.	257,000		37,242
RTI International Metals, Inc. (a)(d)	277,700		21,711
Shore Gold, Inc. (a)	3,946,600		19,018
			77,971
TOTAL MATERIALS			102,225
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 0.6%
Independent Power Producers & Energy Traders - 0.6%
Clipper Windpower PLC (a)	655,000		$ 9,056
Vergnet SA	271,600		5,725
			14,781
TOTAL COMMON STOCKS (Cost $2,129,200)		2,502,441
Money Market Funds - 12.9%

Fidelity Cash Central Fund, 4.97% (b)	117,807,867		117,808
Fidelity Securities Lending Cash Central Fund, 5.02% (b)(c)	218,664,360		218,664
TOTAL MONEY MARKET FUNDS (Cost $336,472)		336,472
Cash Equivalents - 0.3%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 4.54%, dated 10/31/07 due 11/1/07 (Collateralized by U.S. Treasury Obligations) # (Cost $6,557)	$ 6,558		6,557
TOTAL INVESTMENT PORTFOLIO - 109.3% (Cost $2,472,229)			2,845,470
NET OTHER ASSETS - (9.3)%			(241,236)
NET ASSETS - 100%		$ 2,604,234

Legend

(a) Non-income producing

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

(e) Affiliated company

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

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$6,557,000 due 11/01/07 at 4.54%
Banc of America Securities LLC	$ 3,723
Lehman Brothers, Inc.	2,834
	$ 6,557

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	$ 3,563
Fidelity Securities Lending Cash Central Fund	4,749
Total	$ 8,312

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Aladdin Knowledge Systems Ltd.	$ 22,739	$ -	$ 23,584	$ -	$ -
Bookham, Inc.	11,061	-	4,627	-	-
Capital Senior Living Corp.	14,010	-	4,798	-	-
Carluccio's PLC	-	18,053	2,310	80	17,207
Carmike Cinemas, Inc.	23,888	1,477	8,389	-	14,968
Cash Systems, Inc.	6,210	-	5,988	-	-
Conceptus, Inc.	33,323	6,833	10,218	-	32,693
Corin Group PLC	-	40,167	-	65	43,449
Cynosure, Inc. Class A	9,200	-	9,568	-	-
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
FARO Technologies, Inc.	$ 24,004	$ -	$ 29,488	$ -	$ -
HMS Holdings Corp.	-	35,691	35,529	-	-
Huron Consulting Group, Inc.	56,845	5,895	80,152	-	-
India Hospitality Corp.	-	6,748	1,782	-	-
McCormick & Schmick's Seafood Restaurants	11,066	11,152	1,955	-	13,230
Optimal Group, Inc. Class A	19,428	-	17,870	-	-
PGT, Inc.	10,471	12,101	5,659	-	-
Premier Exhibitions, Inc.	-	28,897	1,838	-	23,028
Worldwide Brand Management AB	-	19,992	5,661	118	-
Total	$ 242,245	$ 187,006	$ 249,416	$ 263	$ 144,575

Other Information

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

United States of America	75.2%
United Kingdom	5.5%
Greece	3.5%
Sweden	2.4%
Germany	2.2%
Switzerland	1.9%
Bermuda	1.5%
Cayman Islands	1.3%
Netherlands	1.2%
Canada	1.2%
Others (individually less than 1%)	4.1%
	100.0%

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, 2007
Assets
Investment in securities, at value (including securities loaned of $216,429 and repurchase agreements of $6,557) - See accompanying schedule: Unaffiliated issuers (cost $1,991,640)	$ 2,364,423
Fidelity Central Funds (cost $336,472)	336,472
Other affiliated issuers (cost $144,117)	144,575
Total Investments (cost $2,472,229)		$ 2,845,470
Cash		1
Receivable for investments sold		3,395
Receivable for fund shares sold		7,550
Dividends receivable		603
Distributions receivable from Fidelity Central Funds		608
Prepaid expenses		1
Other receivables		129
Total assets		2,857,757

Liabilities
Payable for investments purchased	$ 29,641
Payable for fund shares redeemed	2,811
Accrued management fee	1,639
Distribution fees payable	1
Other affiliated payables	570
Other payables and accrued expenses	197
Collateral on securities loaned, at value	218,664
Total liabilities		253,523

Net Assets		$ 2,604,234
Net Assets consist of:
Paid in capital		$ 1,882,304
Accumulated net investment loss		(1)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		348,763
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		373,168
Net Assets		$ 2,604,234

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, 2007
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($981.747 ÷ 39.596 shares)		$ 24.79

Maximum offering price per share (100/94.25 of $24.79)		$ 26.30
Class T: Net Asset Value and redemption price per share ($420.034 ÷ 16.979 shares)		$ 24.74

Maximum offering price per share (100/96.50 of $24.74)		$ 25.64
Class B: Net Asset Value and offering price per share ($418.617 ÷ 16.955 shares)^A		$ 24.69

Class C: Net Asset Value and offering price per share ($294.101÷ 11.900 shares)^A		$ 24.71


Small Cap Independence: Net Asset Value, offering price and redemption price per share ($2,601,957.568 ÷ 104,882.669 shares)		$ 24.81

Institutional Class: Net Asset Value, offering price and redemption price per share ($161.874 ÷ 6.522 shares)		$ 24.82

^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

Statement of Operations

Amounts in thousands	Year ended October 31, 2007
Investment Income
Dividends (including $263 earned from other affiliated issuers)		$ 10,734
Special dividends		2,414
Interest		22
Income from Fidelity Central Funds (including $4,749 from security lending)		8,312
Total income		21,482

Expenses
Management fee Basic fee	$ 16,580
Performance adjustment	2,487
Transfer agent fees	6,529
Distribution fees	3
Accounting and security lending fees	861
Custodian fees and expenses	425
Independent trustees' compensation	9
Registration fees	122
Audit	68
Legal	26
Interest	144
Miscellaneous	58
Total expenses before reductions	27,312
Expense reductions	(477)	26,835
Net investment income (loss)		(5,353)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	340,039
Other affiliated issuers	18,335
Foreign currency transactions	293
Total net realized gain (loss)		358,667
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $70)	248,675
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		248,674
Net gain (loss)		607,341
Net increase (decrease) in net assets resulting from operations		$ 601,988

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, 2007	Year ended October 31, 2006
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (5,353)	$ 7,307
Net realized gain (loss)	358,667	312,656
Change in net unrealized appreciation (depreciation)	248,674	(68,039)
Net increase (decrease) in net assets resulting from operations	601,988	251,924
Distributions to shareholders from net investment income	(5,903)	(5,739)
Distributions to shareholders from net realized gain	(276,274)	(109,861)
Total distributions	(282,177)	(115,600)
Share transactions - net increase (decrease)	(339,424)	877,539
Redemption fees	409	92
Total increase (decrease) in net assets	(19,204)	1,013,955

Net Assets
Beginning of period	2,623,438	1,609,483
End of period (including accumulated net investment loss of $1 and undistributed net investment income of $6,996, respectively)	$ 2,604,234	$ 2,623,438

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

Annual Report

Financial Highlights - Class A

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.07)^H
Net realized and unrealized gain (loss)	1.66
Total from investment operations	1.59
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.79
Total Return^{B, C, D}	6.85%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.27%^A
Expenses net of fee waivers, if any	1.27%^A
Expenses net of all reductions	1.26%^A
Net investment income (loss)	(.57)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 982
Portfolio turnover rate^G	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

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.10)^H
Net realized and unrealized gain (loss)	1.64
Total from investment operations	1.54
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.74
Total Return^{B, C, D}	6.64%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.53%^A
Expenses net of fee waivers, if any	1.53%^A
Expenses net of all reductions	1.52%^A
Net investment income (loss)	(.83)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 420
Portfolio turnover rate^G	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

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.15)^H
Net realized and unrealized gain (loss)	1.64
Total from investment operations	1.49
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.69
Total Return^{B, C, D}	6.42%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	2.07%^A
Expenses net of fee waivers, if any	2.05%^A
Expenses net of all reductions	2.04%^A
Net investment income (loss)	(1.32)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 419
Portfolio turnover rate^G	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

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.15)^H
Net realized and unrealized gain (loss)	1.66
Total from investment operations	1.51
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.71
Total Return^{B, C, D}	6.51%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.98%^A
Expenses net of fee waivers, if any	1.98%^A
Expenses net of all reductions	1.97%^A
Net investment income (loss)	(1.27)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 294
Portfolio turnover rate^G	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,	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 22.23	$ 20.82	$ 18.30	$ 16.87	$ 13.56
Income from Investment Operations
Net investment income (loss)^B	(.04)^E	.07^F	.10^G	(.09)	(.08)
Net realized and unrealized gain (loss)	5.01	2.75	3.31	1.52	3.38
Total from investment operations	4.97	2.82	3.41	1.43	3.30
Distributions from net investment income	(.05)	(.07)	-	-	-
Distributions from net realized gain	(2.34)	(1.34)	(.89)	-	-
Total distributions	(2.39)	(1.41)	(.89)	-	-
Redemption fees added to paid in capital	-^I	-^I	-^I	-^I	.01
Net asset value, end of period	$ 24.81	$ 22.23	$ 20.82	$ 18.30	$ 16.87
Total Return^A	24.42%	14.08%	19.05%	8.48%	24.41%
Ratios to Average Net Assets^{C, H}
Expenses before reductions	1.01%	.86%	.78%	.95%	1.06%
Expenses net of fee waivers, if any	1.00%	.86%	.78%	.95%	1.06%
Expenses net of all reductions	.99%	.81%	.75%	.91%	.93%
Net investment income (loss)	(.20)%^E	.32%^F	.49%^G	(.49)%	(.59)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,602	$ 2,623	$ 1,609	$ 945	$ 933
Portfolio turnover rate^D	84%	126%	61%	95%	220%

^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.

^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

Period ended October 31,	2007^H
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^D	(.03)^G
Net realized and unrealized gain (loss)	1.65
Total from investment operations	1.62
Redemption fees added to paid in capital	-^J
Net asset value, end of period	$ 24.82
Total Return^{B, C}	6.98%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.94%^A
Expenses net of fee waivers, if any	.94%^A
Expenses net of all reductions	.93%^A
Net investment income (loss)	(.24)%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 162
Portfolio turnover rate^F	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, 2007

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.

A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

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

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 597,239,329
Unrealized depreciation	(230,622,085)
Net unrealized appreciation (depreciation)	366,617,244
Undistributed ordinary income	104,257,805
Undistributed long-term capital gain	179,923,490

Cost for federal income tax purposes	$ 2,478,852,684

The tax character of distributions paid was as follows:

	October 31, 2007	October 31, 2006
Ordinary Income	$ 96,813,822	$ 45,091,837
Long-term Capital Gains	185,363,025	70,508,006
Total	$ 282,176,847	$ 115,599,843

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $2,217,313,257 and $2,925,135,771 respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 451	$ 145
Class T	.25%	.25%	534	244
Class B	.75%	.25%	1,506	1,252
Class C	.75%	.25%	659	634
			$ 3,150	$ 2,275

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 2,324
Class T	347
Class B*	268
	$ 2,939

* 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.

	Amount	% of Average Net Assets
Class A	$ 431	.24
Class T	261	.24
Class B	427	.28
Class C	135	.20
Small Cap Independence	6,527,600	.24
Institutional Class	84	.15
	$ 6,528,938

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 73,568,692	5.43%	$ 144,246

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $5,746 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. Expense Reductions.

The following class was in reimbursement during the period:

Class B	2.05%	$ 32

In addition, FMR voluntarily agreed to reimburse a portion of the existing class' operating expenses. During the period, this reimbursement reduced the existing class' expenses by $58,051.

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 $204,028 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3,061. During the period, credits reduced each class' transfer agent expense as noted in the table below.

	Transfer Agent expense reduction
Class A	$ 1
Class B	3
Small Cap Independence	176,234
	$ 176,238

10. Other.

Annual Report

Notes to Financial Statements - continued

10. Other - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Years ended October 31,
	2007	2006
From net investment income
Small Cap Independence	$ 5,903,294	$ 5,738,532
From net realized gain
Small Cap Independence	$ 276,273,553	$ 109,861,311

Annual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares Years ended October 31,		Dollars Years ended October 31,
	2007^A	2006	2007^A	2006
Class A
Shares sold	39,664	-	$ 938,196	$ -
Shares redeemed	(68)	-	(1,600)	-
Net increase (decrease)	39,596	-	$ 936,596	$ -
Class T
Shares sold	18,137	-	$ 428,614	$ -
Shares redeemed	(1,158)	-	(27,114)	-
Net increase (decrease)	16,979	-	$ 401,500	$ -
Class B
Shares sold	17,465	-	$ 416,243	$ -
Shares redeemed	(510)	-	(11,656)	-
Net increase (decrease)	16,955	-	$ 404,587	$ -
Class C
Shares sold	11,900	-	$ 280,674	$ -
Net increase (decrease)	11,900	-	$ 280,674	$ -
Small Cap Independence
Shares sold	32,041,460	58,063,547	$ 729,761,760	$ 1,250,445,066
Reinvestment of distributions	13,404,443	5,524,256	278,946,469	113,854,929
Shares redeemed	(58,552,907)	(22,913,849)	(1,350,305,894)	(486,761,156)
Net increase (decrease)	(13,107,004)	40,673,864	$ (341,597,665)	$ 877,538,839
Institutional Class
Shares sold	6,522	-	$ 152,275	$ -
Net increase (decrease)	6,522	-	$ 152,275	$ -

^A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period May 2, 2007 (commencement of sale of shares)
to October 31, 2007.

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 21, 2007

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 (77)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), 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 (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
James C. Curvey (72)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (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. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

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 (59)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (65)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (71)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (67)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (61)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (63)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. 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 Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (68)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers**:

Name, Age; Principal Occupation
Peter S. Lynch (63)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Joseph Mauriello (63)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd., (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc., (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (57)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Mr. Wiley also serves as Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-present) and a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present), and an Advisory Director of Riverstone Holdings (private investment firm). Previously, Mr. Wiley served as Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).
Kimberley H. Monasterio (43)
	Year of Election or Appointment: 2007 President and Treasurer of the fund. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of the fund. Mr. Donovan also serves as Vice President of Fidelity's Equity Funds (2007-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2006 Vice President of the fund. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of the fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Scott C. Goebel (39)
	Year of Election or Appointment: 2007 Assistant Secretary of the fund. Mr. Goebel also serves as Assistant Secretary of other Fidelity funds (2007-present), and is an employee of FMR.
R. Stephen Ganis (41)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of the fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer of the fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer of the fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer of the fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer of the fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (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) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of the fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (53)
	Year of Election or Appointment: 2004 Assistant Treasurer of the fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer of the fund. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer of the fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

Annual Report

Distributions

The Board of Trustees of Fidelity Small Cap Independence Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Capital Gains
Class A	12/10/07	12/07/07	$2.735
Class T	12/10/07	12/07/07	$2.705
Class B	12/10/07	12/07/07	$2.636
Class C	12/10/07	12/07/07	$2.703

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2007 $180,004,573, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2008 of amounts for use in preparing 2007 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 and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. (The fund did not offer Advisor classes as of December 31, 2006.) The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Independence Fund

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

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 5% means that 95% 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

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 2006. 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 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 fund's negative 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 2006.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

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 Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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®) (automated graphic) 1-800-544-5555

(automated graphic) Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

ASCS-UANN-1207
1.843150.100

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor

Small Cap Independence

Fund - Institutional Class

Annual Report

October 31, 2007

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total 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) 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 class' 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, 2007	Past 1 year	Past 5 years	Past 10 years
Institutional Class ^A	24.47%	17.93%	8.32%

^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, 1997. 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.

Annual Report

Management's Discussion of Fund Performance

Comments from Richard Thompson, Portfolio Manager of Fidelity Advisor Small Cap Independence Fund

Annual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Beginning Account Value	Ending Account Value October 31, 2007	Expenses Paid During Period
Class A
Actual	$ 1,000.00	$ 1,068.50	$ 6.59^B
Hypothetical^A	$ 1,000.00	$ 1,018.80	$ 6.46^C
Class T
Actual	$ 1,000.00	$ 1,066.40	$ 7.93^B
Hypothetical^A	$ 1,000.00	$ 1,017.49	$ 7.78^C
Class B
Actual	$ 1,000.00	$ 1,064.20	$ 10.61^B
Hypothetical^A	$ 1,000.00	$ 1,014.87	$ 10.41^C
Class C
Actual	$ 1,000.00	$ 1,065.10	$ 10.25^B
Hypothetical^A	$ 1,000.00	$ 1,015.22	$ 10.06^C
Small Cap Independence
Actual	$ 1,000.00	$ 1,082.00	$ 5.56^B
Hypothetical^A	$ 1,000.00	$ 1,019.86	$ 5.40^C
Institutional Class
Actual	$ 1,000.00	$ 1,069.80	$ 4.88^B
Hypothetical^A	$ 1,000.00	$ 1,020.47	$ 4.79^C

^A5% return per year before expenses

	Annualized Expense Ratio
Class A	1.27%
Class T	1.53%
Class B	2.05%
Class C	1.98%
Small Cap Independence	1.06%
Institutional Class	.94%

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Fourlis Holdings SA	3.0	2.2
Tesoro Corp.	2.8	2.2
FLIR Systems, Inc.	2.6	1.3
ValueClick, Inc.	2.5	2.7
Quanta Services, Inc.	2.1	0.7
Ansys, Inc.	1.8	1.5
Medicis Pharmaceutical Corp. Class A	1.7	1.8
Corin Group PLC	1.7	0.0
Corrections Corp. of America	1.6	1.2
National CineMedia, Inc.	1.5	0.9
	21.3
Top Five Market Sectors as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	18.7	20.5
Information Technology	18.7	18.1
Industrials	18.6	20.6
Health Care	15.2	11.5
Energy	11.8	15.5

Asset Allocation (% of fund's net assets)
As of October 31, 2007 *			As of April 30, 2007 **
	Stocks 96.1%			Stocks 98.9%
	Short-Term Investments and Net Other Assets 3.9%			Short-Term Investments and Net Other Assets 1.1%
*Foreign investments		24.8%	**Foreign investments		25.2%

Annual Report

Investments October 31, 2007

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.7%
Auto Components - 0.3%
Gentex Corp.	424,200		$ 8,815
Diversified Consumer Services - 0.5%
Nord Anglia Education PLC (a)	17,000		133
Stewart Enterprises, Inc. Class A	1,391,700		12,623
			12,756
Hotels, Restaurants & Leisure - 5.4%
Advani Hotels & Resorts (India) Ltd. (a)	710,710		1,396
BJ's Restaurants, Inc. (a)	283,800		5,616
Carluccio's PLC (e)	4,390,692		17,207
Denny's Corp. (a)	2,931,800		14,131
IHOP Corp.	155,300		9,835
McCormick & Schmick's Seafood Restaurants (a)(e)	779,169		13,230
P.F. Chang's China Bistro, Inc. (a)(d)	466,400		13,577
Premier Exhibitions, Inc. (a)(d)(e)	2,076,451		23,028
Ruth's Chris Steak House, Inc. (a)	415,000		5,246
The Restaurant Group PLC	865,422		4,898
Vail Resorts, Inc. (a)(d)	513,300		31,152
			139,316
Household Durables - 3.2%
Fourlis Holdings SA	1,941,530		78,203
Ryland Group, Inc.	142,300		4,046
Standard Pacific Corp. (d)	282,300		1,355
			83,604
Internet & Catalog Retail - 0.1%
Orbitz Worldwide, Inc.	228,100		2,406
Leisure Equipment & Products - 0.3%
RC2 Corp. (a)	278,800		8,314
Media - 4.1%
Carmike Cinemas, Inc. (d)(e)	941,400		14,968
Cinemark Holdings, Inc.	308,100		5,302
Dolan Media Co.	194,780		5,259
Modern Times Group MTG AB (B Shares)	233,700		16,423
National CineMedia, Inc.	1,441,635		38,809
Powerleague Group PLC	3,604,985		7,757
Regal Entertainment Group Class A	832,800		18,796
			107,314
Specialty Retail - 2.6%
bebe Stores, Inc.	525,400		7,308
Casual Male Retail Group, Inc. (a)(d)	1,018,700		8,516
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Citi Trends, Inc. (a)	266,200		$ 5,207
Pier 1 Imports, Inc. (a)(d)	1,745,700		8,886
Select Comfort Corp. (a)(d)	942,900		10,777
Shoe Carnival, Inc. (a)	509,200		8,137
Williams-Sonoma, Inc. (d)	549,900		17,289
			66,120
Textiles, Apparel & Luxury Goods - 2.2%
China Hongxing Sports Ltd.	14,000,000		12,554
Odd Molly International AB (a)	93,800		2,834
Timberland Co. Class A (a)	308,500		6,019
Volcom, Inc. (a)(d)	430,871		12,603
Worldwide Brand Management AB	1,099,600		23,969
			57,979
TOTAL CONSUMER DISCRETIONARY			486,624
CONSUMER STAPLES - 1.8%
Food & Staples Retailing - 0.0%
Itochushokuhin Co. Ltd.	36,000		1,000
Food Products - 1.8%
Corn Products International, Inc.	454,700		19,343
Diamond Foods, Inc.	261,800		5,718
Green Mountain Coffee Roasters, Inc. (a)(d)	542,449		20,233
Vilmorin & Cie	9,100		1,323
			46,617
TOTAL CONSUMER STAPLES			47,617
ENERGY - 11.8%
Energy Equipment & Services - 3.9%
Atwood Oceanics, Inc. (a)	23,400		1,971
Core Laboratories NV (a)	97,900		14,288
ElectroMagnetic GeoServices ASA (d)	612,500		9,758
John Wood Group PLC	1,430,000		12,412
Oil States International, Inc. (a)	389,100		16,805
Subsea 7, Inc. (a)	536,500		15,746
Superior Energy Services, Inc. (a)(d)	842,200		31,229
			102,209
Oil, Gas & Consumable Fuels - 7.9%
Aurora Oil & Gas Corp. (a)	1,084,108		1,539
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cabot Oil & Gas Corp.	572,300		$ 22,715
Encore Acquisition Co. (a)	268,050		9,837
Forest Oil Corp. (a)	159,900		7,770
GMX Resources, Inc. (a)(d)	89,600		3,450
Goodrich Petroleum Corp. (a)(d)	663,700		22,041
Kodiak Oil & Gas Corp. (a)	2,343,800		5,391
Mariner Energy, Inc. (a)	771,814		19,295
Plains Exploration & Production Co. (a)	345,100		17,583
Tesoro Corp.	1,216,000		73,604
Uranium One, Inc. (a)	752,330		8,358
Western Refining, Inc.	375,600		13,777
			205,360
TOTAL ENERGY			307,569
FINANCIALS - 6.8%
Capital Markets - 1.1%
Janus Capital Group, Inc. (d)	631,300		21,786
New Star Asset Management Group PLC	884,500		6,528
			28,314
Commercial Banks - 1.0%
East West Bancorp, Inc.	314,300		10,604
UCBH Holdings, Inc. (d)	837,000		14,288
			24,892
Diversified Financial Services - 1.3%
Freedom Acquisition Holdings, Inc.	22,600		299
Freedom Acquisition Holdings, Inc.:
unit	162,800		3,028
warrants 12/28/11 (a)	310,500		1,708
IMAREX NOS ASA (a)	328,200		8,501
India Hospitality Corp. (a)	833,320		5,292
JSE Ltd.	970,000		12,910
NETeller PLC (a)	2,334,500		3,470
			35,208
Insurance - 1.5%
Aspen Insurance Holdings Ltd.	592,800		16,219
IPC Holdings Ltd.	334,000		9,990
Montpelier Re Holdings Ltd.	787,924		14,104
			40,313
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 1.4%
Corporate Office Properties Trust (SBI)	189,200		$ 7,820
Extra Space Storage, Inc.	253,200		3,980
Home Properties, Inc.	156,303		8,037
Tanger Factory Outlet Centers, Inc.	257,000		10,825
U-Store-It Trust	416,500		5,373
			36,035
Real Estate Management & Development - 0.5%
Orchid Developments Group Ltd. (a)	2,366,600		6,618
Unite Group PLC	676,087		5,851
			12,469
TOTAL FINANCIALS			177,231
HEALTH CARE - 15.2%
Biotechnology - 0.7%
Alnylam Pharmaceuticals, Inc. (a)	32,300		1,020
Cougar Biotechnology, Inc. (a)	42,900		1,454
Indevus Pharmaceuticals, Inc. (a)	2,064,500		15,897
			18,371
Health Care Equipment & Supplies - 5.6%
Align Technology, Inc. (a)(d)	528,400		10,938
Conceptus, Inc. (a)(d)(e)	1,490,783		32,693
Corin Group PLC (e)	3,354,517		43,449
I-Flow Corp. (a)	505,000		9,206
Quidel Corp. (a)	988,550		20,414
Somanetics Corp. (a)	142,809		2,779
Stereotaxis, Inc. (a)	1,085,092		16,710
Zoll Medical Corp. (a)	405,900		9,928
			146,117
Health Care Providers & Services - 4.7%
Brookdale Senior Living, Inc. (d)	316,300		11,668
Capital Senior Living Corp. (a)	1,018,400		9,104
Emeritus Corp. (a)	995,000		32,835
Genoptix, Inc. (a)	154,100		3,806
Healthways, Inc. (a)	532,100		32,298
HMS Holdings Corp. (a)	282,000		8,029
Sun Healthcare Group, Inc. (a)	1,518,000		24,516
			122,256
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Technology - 0.4%
Vital Images, Inc. (a)(d)	546,700		$ 9,595
Life Sciences Tools & Services - 0.6%
Pharmaceutical Product Development, Inc.	376,853		15,918
Pharmaceuticals - 3.2%
BioMimetic Therapeutics, Inc. (a)	485,257		6,682
Eurand NV	1,418,674		19,507
Medicis Pharmaceutical Corp. Class A (d)	1,497,400		44,458
XenoPort, Inc. (a)	273,700		13,433
			84,080
TOTAL HEALTH CARE			396,337
INDUSTRIALS - 18.6%
Aerospace & Defense - 1.1%
Hexcel Corp. (a)(d)	366,800		9,181
Orbital Sciences Corp. (a)	733,200		18,719
			27,900
Airlines - 0.5%
US Airways Group, Inc. (a)	508,800		14,073
Building Products - 0.7%
Groupe Vial (d)	162,200		9,141
PGT, Inc. (a)	1,151,802		9,203
			18,344
Commercial Services & Supplies - 4.6%
Corrections Corp. of America (a)	1,492,956		42,236
Huron Consulting Group, Inc. (a)(d)	345,700		24,158
InnerWorkings, Inc. (a)(d)	1,146,800		18,452
Intertek Group PLC	228,000		4,878
PeopleSupport, Inc. (a)(d)	279,800		3,223
Rakentajain Konevuokraamo Oyj (B Shares)	197,448		7,380
The Geo Group, Inc. (a)	481,500		15,230
YouGov PLC (a)	886,932		3,135
			118,692
Construction & Engineering - 3.7%
Great Lakes Dredge & Dock Corp. (a)	164,600		1,473
I Kloukinas-I Lappas SA	817,000		12,997
Quanta Services, Inc. (a)	1,655,948		54,646
Washington Group International, Inc. (a)	293,200		28,543
			97,659
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 3.6%
American Superconductor Corp. (a)(d)	333,749		$ 9,061
Ceres Power Holdings PLC (a)(d)	2,168,700		15,184
Q-Cells AG (a)	256,000		32,601
SolarWorld AG (d)	357,200		24,230
Sunpower Corp. Class A (a)(d)	51,100		6,462
Suntech Power Holdings Co. Ltd. sponsored ADR (a)	95,500		5,624
			93,162
Machinery - 2.4%
Burckhardt Compression Holding AG	68,640		20,859
Donaldson Co., Inc.	306,600		13,141
Sulzer AG (Reg.)	18,004		28,880
			62,880
Road & Rail - 0.2%
Old Dominion Freight Lines, Inc. (a)	175,500		3,965
Trading Companies & Distributors - 1.8%
Beacon Roofing Supply, Inc. (a)(d)	589,150		5,296
Bergman & Beving AB (B Shares)	667,443		22,060
Rush Enterprises, Inc. Class A (a)	1,226,250		20,785
			48,141
TOTAL INDUSTRIALS			484,816
INFORMATION TECHNOLOGY - 18.7%
Communications Equipment - 0.9%
Bookham, Inc. (a)	1,341,716		4,012
Polycom, Inc. (a)	695,400		19,457
			23,469
Computers & Peripherals - 3.2%
Diebold, Inc.	728,900		30,497
Hypercom Corp. (a)	1,268,500		6,863
NCR Corp. (a)	606,400		16,731
STEC, Inc. (a)	1,871,200		12,051
Teradata Corp. (a)	606,400		17,301
			83,443
Electronic Equipment & Instruments - 2.8%
FLIR Systems, Inc. (a)(d)	959,569		66,584
Staktek Holdings, Inc. (a)	1,890,913		6,410
			72,994
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 5.8%
Bankrate, Inc. (a)(d)	424,908		$ 19,525
Blinkx PLC	6,882,800		4,543
CyberSource Corp. (a)	221,348		3,619
Dice Holdings, Inc.	1,000,000		12,810
LoopNet, Inc. (a)	1,292,841		24,370
Omniture, Inc. (a)	623,637		21,303
ValueClick, Inc. (a)(d)	2,352,000		63,951
			150,121
IT Services - 2.1%
ExlService Holdings, Inc.	446,699		12,061
MoneyGram International, Inc. (d)	713,953		11,388
Patni Computer Systems Ltd. sponsored ADR (d)	1,013,800		21,401
Syntel, Inc.	190,603		8,116
WNS Holdings Ltd. ADR (a)	4,500		96
			53,062
Semiconductors & Semiconductor Equipment - 1.5%
Integrated Device Technology, Inc. (a)	614,300		8,250
Intersil Corp. Class A	357,800		10,856
PDF Solutions, Inc. (a)	217,565		1,719
Silicon Motion Technology Corp. sponsored ADR (a)(d)	651,500		16,288
Supertex, Inc. (a)	62,325		2,277
			39,390
Software - 2.4%
Ansys, Inc. (a)	1,191,870		46,256
Quality Systems, Inc. (d)	455,600		16,506
			62,762
TOTAL INFORMATION TECHNOLOGY			485,241
MATERIALS - 3.9%
Chemicals - 0.9%
Calgon Carbon Corp. (a)(d)	1,627,788		24,254
Metals & Mining - 3.0%
Carpenter Technology Corp.	257,000		37,242
RTI International Metals, Inc. (a)(d)	277,700		21,711
Shore Gold, Inc. (a)	3,946,600		19,018
			77,971
TOTAL MATERIALS			102,225
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 0.6%
Independent Power Producers & Energy Traders - 0.6%
Clipper Windpower PLC (a)	655,000		$ 9,056
Vergnet SA	271,600		5,725
			14,781
TOTAL COMMON STOCKS (Cost $2,129,200)		2,502,441
Money Market Funds - 12.9%

Fidelity Cash Central Fund, 4.97% (b)	117,807,867		117,808
Fidelity Securities Lending Cash Central Fund, 5.02% (b)(c)	218,664,360		218,664
TOTAL MONEY MARKET FUNDS (Cost $336,472)		336,472
Cash Equivalents - 0.3%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 4.54%, dated 10/31/07 due 11/1/07 (Collateralized by U.S. Treasury Obligations) # (Cost $6,557)	$ 6,558		6,557
TOTAL INVESTMENT PORTFOLIO - 109.3% (Cost $2,472,229)			2,845,470
NET OTHER ASSETS - (9.3)%			(241,236)
NET ASSETS - 100%		$ 2,604,234

Legend

(a) Non-income producing

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

(e) Affiliated company

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

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$6,557,000 due 11/01/07 at 4.54%
Banc of America Securities LLC	$ 3,723
Lehman Brothers, Inc.	2,834
	$ 6,557

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	$ 3,563
Fidelity Securities Lending Cash Central Fund	4,749
Total	$ 8,312

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Aladdin Knowledge Systems Ltd.	$ 22,739	$ -	$ 23,584	$ -	$ -
Bookham, Inc.	11,061	-	4,627	-	-
Capital Senior Living Corp.	14,010	-	4,798	-	-
Carluccio's PLC	-	18,053	2,310	80	17,207
Carmike Cinemas, Inc.	23,888	1,477	8,389	-	14,968
Cash Systems, Inc.	6,210	-	5,988	-	-
Conceptus, Inc.	33,323	6,833	10,218	-	32,693
Corin Group PLC	-	40,167	-	65	43,449
Cynosure, Inc. Class A	9,200	-	9,568	-	-
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
FARO Technologies, Inc.	$ 24,004	$ -	$ 29,488	$ -	$ -
HMS Holdings Corp.	-	35,691	35,529	-	-
Huron Consulting Group, Inc.	56,845	5,895	80,152	-	-
India Hospitality Corp.	-	6,748	1,782	-	-
McCormick & Schmick's Seafood Restaurants	11,066	11,152	1,955	-	13,230
Optimal Group, Inc. Class A	19,428	-	17,870	-	-
PGT, Inc.	10,471	12,101	5,659	-	-
Premier Exhibitions, Inc.	-	28,897	1,838	-	23,028
Worldwide Brand Management AB	-	19,992	5,661	118	-
Total	$ 242,245	$ 187,006	$ 249,416	$ 263	$ 144,575

Other Information

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

United States of America	75.2%
United Kingdom	5.5%
Greece	3.5%
Sweden	2.4%
Germany	2.2%
Switzerland	1.9%
Bermuda	1.5%
Cayman Islands	1.3%
Netherlands	1.2%
Canada	1.2%
Others (individually less than 1%)	4.1%
	100.0%

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, 2007
Assets
Investment in securities, at value (including securities loaned of $216,429 and repurchase agreements of $6,557) - See accompanying schedule: Unaffiliated issuers (cost $1,991,640)	$ 2,364,423
Fidelity Central Funds (cost $336,472)	336,472
Other affiliated issuers (cost $144,117)	144,575
Total Investments (cost $2,472,229)		$ 2,845,470
Cash		1
Receivable for investments sold		3,395
Receivable for fund shares sold		7,550
Dividends receivable		603
Distributions receivable from Fidelity Central Funds		608
Prepaid expenses		1
Other receivables		129
Total assets		2,857,757

Liabilities
Payable for investments purchased	$ 29,641
Payable for fund shares redeemed	2,811
Accrued management fee	1,639
Distribution fees payable	1
Other affiliated payables	570
Other payables and accrued expenses	197
Collateral on securities loaned, at value	218,664
Total liabilities		253,523

Net Assets		$ 2,604,234
Net Assets consist of:
Paid in capital		$ 1,882,304
Accumulated net investment loss		(1)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		348,763
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		373,168
Net Assets		$ 2,604,234

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, 2007
Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($981.747 ÷ 39.596 shares)		$ 24.79

Maximum offering price per share (100/94.25 of $24.79)		$ 26.30
Class T: Net Asset Value and redemption price per share ($420.034 ÷ 16.979 shares)		$ 24.74

Maximum offering price per share (100/96.50 of $24.74)		$ 25.64
Class B: Net Asset Value and offering price per share ($418.617 ÷ 16.955 shares)^A		$ 24.69

Class C: Net Asset Value and offering price per share ($294.101÷ 11.900 shares)^A		$ 24.71


Small Cap Independence: Net Asset Value, offering price and redemption price per share ($2,601,957.568 ÷ 104,882.669 shares)		$ 24.81

Institutional Class: Net Asset Value, offering price and redemption price per share ($161.874 ÷ 6.522 shares)		$ 24.82

^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

Statement of Operations

Amounts in thousands	Year ended October 31, 2007
Investment Income
Dividends (including $263 earned from other affiliated issuers)		$ 10,734
Special dividends		2,414
Interest		22
Income from Fidelity Central Funds (including $4,749 from security lending)		8,312
Total income		21,482

Expenses
Management fee Basic fee	$ 16,580
Performance adjustment	2,487
Transfer agent fees	6,529
Distribution fees	3
Accounting and security lending fees	861
Custodian fees and expenses	425
Independent trustees' compensation	9
Registration fees	122
Audit	68
Legal	26
Interest	144
Miscellaneous	58
Total expenses before reductions	27,312
Expense reductions	(477)	26,835
Net investment income (loss)		(5,353)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	340,039
Other affiliated issuers	18,335
Foreign currency transactions	293
Total net realized gain (loss)		358,667
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $70)	248,675
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		248,674
Net gain (loss)		607,341
Net increase (decrease) in net assets resulting from operations		$ 601,988

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, 2007	Year ended October 31, 2006
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (5,353)	$ 7,307
Net realized gain (loss)	358,667	312,656
Change in net unrealized appreciation (depreciation)	248,674	(68,039)
Net increase (decrease) in net assets resulting from operations	601,988	251,924
Distributions to shareholders from net investment income	(5,903)	(5,739)
Distributions to shareholders from net realized gain	(276,274)	(109,861)
Total distributions	(282,177)	(115,600)
Share transactions - net increase (decrease)	(339,424)	877,539
Redemption fees	409	92
Total increase (decrease) in net assets	(19,204)	1,013,955

Net Assets
Beginning of period	2,623,438	1,609,483
End of period (including accumulated net investment loss of $1 and undistributed net investment income of $6,996, respectively)	$ 2,604,234	$ 2,623,438

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

Annual Report

Financial Highlights - Class A

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.07)^H
Net realized and unrealized gain (loss)	1.66
Total from investment operations	1.59
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.79
Total Return^{B, C, D}	6.85%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.27%^A
Expenses net of fee waivers, if any	1.27%^A
Expenses net of all reductions	1.26%^A
Net investment income (loss)	(.57)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 982
Portfolio turnover rate^G	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

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.10)^H
Net realized and unrealized gain (loss)	1.64
Total from investment operations	1.54
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.74
Total Return^{B, C, D}	6.64%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.53%^A
Expenses net of fee waivers, if any	1.53%^A
Expenses net of all reductions	1.52%^A
Net investment income (loss)	(.83)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 420
Portfolio turnover rate^G	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

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.15)^H
Net realized and unrealized gain (loss)	1.64
Total from investment operations	1.49
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.69
Total Return^{B, C, D}	6.42%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	2.07%^A
Expenses net of fee waivers, if any	2.05%^A
Expenses net of all reductions	2.04%^A
Net investment income (loss)	(1.32)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 419
Portfolio turnover rate^G	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

Period ended October 31,	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.15)^H
Net realized and unrealized gain (loss)	1.66
Total from investment operations	1.51
Redemption fees added to paid in capital	-^K
Net asset value, end of period	$ 24.71
Total Return^{B, C, D}	6.51%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.98%^A
Expenses net of fee waivers, if any	1.98%^A
Expenses net of all reductions	1.97%^A
Net investment income (loss)	(1.27)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 294
Portfolio turnover rate^G	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,	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 22.23	$ 20.82	$ 18.30	$ 16.87	$ 13.56
Income from Investment Operations
Net investment income (loss)^B	(.04)^E	.07^F	.10^G	(.09)	(.08)
Net realized and unrealized gain (loss)	5.01	2.75	3.31	1.52	3.38
Total from investment operations	4.97	2.82	3.41	1.43	3.30
Distributions from net investment income	(.05)	(.07)	-	-	-
Distributions from net realized gain	(2.34)	(1.34)	(.89)	-	-
Total distributions	(2.39)	(1.41)	(.89)	-	-
Redemption fees added to paid in capital	-^I	-^I	-^I	-^I	.01
Net asset value, end of period	$ 24.81	$ 22.23	$ 20.82	$ 18.30	$ 16.87
Total Return^A	24.42%	14.08%	19.05%	8.48%	24.41%
Ratios to Average Net Assets^{C, H}
Expenses before reductions	1.01%	.86%	.78%	.95%	1.06%
Expenses net of fee waivers, if any	1.00%	.86%	.78%	.95%	1.06%
Expenses net of all reductions	.99%	.81%	.75%	.91%	.93%
Net investment income (loss)	(.20)%^E	.32%^F	.49%^G	(.49)%	(.59)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,602	$ 2,623	$ 1,609	$ 945	$ 933
Portfolio turnover rate^D	84%	126%	61%	95%	220%

^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.

^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

Period ended October 31,	2007^H
Selected Per-Share Data
Net asset value, beginning of period	$ 23.20
Income from Investment Operations
Net investment income (loss)^D	(.03)^G
Net realized and unrealized gain (loss)	1.65
Total from investment operations	1.62
Redemption fees added to paid in capital	-^J
Net asset value, end of period	$ 24.82
Total Return^{B, C}	6.98%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.94%^A
Expenses net of fee waivers, if any	.94%^A
Expenses net of all reductions	.93%^A
Net investment income (loss)	(.24)%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 162
Portfolio turnover rate^F	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, 2007

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.

A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

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

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 597,239,329
Unrealized depreciation	(230,622,085)
Net unrealized appreciation (depreciation)	366,617,244
Undistributed ordinary income	104,257,805
Undistributed long-term capital gain	179,923,490

Cost for federal income tax purposes	$ 2,478,852,684

The tax character of distributions paid was as follows:

	October 31, 2007	October 31, 2006
Ordinary Income	$ 96,813,822	$ 45,091,837
Long-term Capital Gains	185,363,025	70,508,006
Total	$ 282,176,847	$ 115,599,843

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $2,217,313,257 and $2,925,135,771 respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 451	$ 145
Class T	.25%	.25%	534	244
Class B	.75%	.25%	1,506	1,252
Class C	.75%	.25%	659	634
			$ 3,150	$ 2,275

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 2,324
Class T	347
Class B*	268
	$ 2,939

* 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.

	Amount	% of Average Net Assets
Class A	$ 431	.24
Class T	261	.24
Class B	427	.28
Class C	135	.20
Small Cap Independence	6,527,600	.24
Institutional Class	84	.15
	$ 6,528,938

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 73,568,692	5.43%	$ 144,246

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $5,746 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. Expense Reductions.

The following class was in reimbursement during the period:

Class B	2.05%	$ 32

In addition, FMR voluntarily agreed to reimburse a portion of the existing class' operating expenses. During the period, this reimbursement reduced the existing class' expenses by $58,051.

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 $204,028 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3,061. During the period, credits reduced each class' transfer agent expense as noted in the table below.

	Transfer Agent expense reduction
Class A	$ 1
Class B	3
Small Cap Independence	176,234
	$ 176,238

10. Other.

Annual Report

Notes to Financial Statements - continued

10. Other - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Years ended October 31,
	2007	2006
From net investment income
Small Cap Independence	$ 5,903,294	$ 5,738,532
From net realized gain
Small Cap Independence	$ 276,273,553	$ 109,861,311

Annual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares Years ended October 31,		Dollars Years ended October 31,
	2007^A	2006	2007^A	2006
Class A
Shares sold	39,664	-	$ 938,196	$ -
Shares redeemed	(68)	-	(1,600)	-
Net increase (decrease)	39,596	-	$ 936,596	$ -
Class T
Shares sold	18,137	-	$ 428,614	$ -
Shares redeemed	(1,158)	-	(27,114)	-
Net increase (decrease)	16,979	-	$ 401,500	$ -
Class B
Shares sold	17,465	-	$ 416,243	$ -
Shares redeemed	(510)	-	(11,656)	-
Net increase (decrease)	16,955	-	$ 404,587	$ -
Class C
Shares sold	11,900	-	$ 280,674	$ -
Net increase (decrease)	11,900	-	$ 280,674	$ -
Small Cap Independence
Shares sold	32,041,460	58,063,547	$ 729,761,760	$ 1,250,445,066
Reinvestment of distributions	13,404,443	5,524,256	278,946,469	113,854,929
Shares redeemed	(58,552,907)	(22,913,849)	(1,350,305,894)	(486,761,156)
Net increase (decrease)	(13,107,004)	40,673,864	$ (341,597,665)	$ 877,538,839
Institutional Class
Shares sold	6,522	-	$ 152,275	$ -
Net increase (decrease)	6,522	-	$ 152,275	$ -

^A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period May 2, 2007 (commencement of sale of shares)
to October 31, 2007.

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 21, 2007

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 (77)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), 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 (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
James C. Curvey (72)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (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. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

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 (59)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (65)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (71)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (67)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (61)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (63)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. 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 Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (68)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers**:

Name, Age; Principal Occupation
Peter S. Lynch (63)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Joseph Mauriello (63)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd., (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc., (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (57)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Mr. Wiley also serves as Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-present) and a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present), and an Advisory Director of Riverstone Holdings (private investment firm). Previously, Mr. Wiley served as Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).
Kimberley H. Monasterio (43)
	Year of Election or Appointment: 2007 President and Treasurer of the fund. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of the fund. Mr. Donovan also serves as Vice President of Fidelity's Equity Funds (2007-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2006 Vice President of the fund. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of the fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Scott C. Goebel (39)
	Year of Election or Appointment: 2007 Assistant Secretary of the fund. Mr. Goebel also serves as Assistant Secretary of other Fidelity funds (2007-present), and is an employee of FMR.
R. Stephen Ganis (41)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of the fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer of the fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer of the fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer of the fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer of the fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (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) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of the fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (53)
	Year of Election or Appointment: 2004 Assistant Treasurer of the fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer of the fund. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer of the fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

Annual Report

Distributions

	Pay Date	Record Date	Capital Gains
Institutional Class	12/10/07	12/07/07	$2.734

The fund will notify shareholders in January 2008 of amounts for use in preparing 2007 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 and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. (The fund did not offer Advisor classes as of December 31, 2006.) The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Independence Fund

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

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 5% means that 95% 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

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 2006. 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 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 fund's negative 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 2006.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

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 Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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®) (automated graphic) 1-800-544-5555

(automated graphic) Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

ASCSI-UANN-1207
1.843142.100

Fidelity®

Stock Selector

Annual Report

October 31, 2007

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
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 (circle7) MAY LOSE VALUE (circle7) NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2007	Past 1 year	Past 5 years	Past 10 years
Fidelity® Stock Selector	19.52%	14.69%	6.65%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Stock Selector on October 31, 1997. 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.

Annual Report

Management's Discussion of Fund Performance

Comments from James Catudal, Portfolio Manager of Fidelity® Stock Selector

Despite a slowing housing market, the subprime mortgage loan crisis, a credit crunch and sharply higher energy prices, U.S. stock markets performed very well during the 12-month period ending October 31, 2007. Upbeat corporate earnings and persistently solid economic data drove much of the positive momentum for equities. There were only three notably bad months during the period: February, when equities fell on the first whispers of the subprime woes and a brief slump in Asian stocks; and June and July, as crude oil prices spiked, the dollar fell to new lows and subprime mortgage concerns accelerated. The Federal Reserve Board helped spark a late-period rally, first in August by lowering its discount rate to inject liquidity into the financial system, then with reductions in the federal funds target rate in September and October. For the 12 months overall, the Dow Jones Industrial Average^SM rose 17.94%, the Standard & Poor's 500^SM Index (S&P 500®) returned 14.56% and the NASDAQ Composite® Index shot up 21.75%.

The fund returned 19.52% during the past year, outperforming the S&P 500. Stock selection in financials, helped in large part by underweighting the more credit-sensitive diversified financials and banks, had a substantial positive impact on results. A strong showing from our capital goods and technology holdings also helped. My choices within consumer discretionary, however, detracted from results. In energy, my emphasis on oilfield services companies proved particularly successful, as companies such as Cameron International, Smith International and industry leader Schlumberger all made substantial contributions. McDermott International and Denmark's Vestas Wind Systems, two capital goods companies closely tied to energy development, also helped boost performance. Of all these contributors, only Smith International and Schlumberger were components of the S&P 500. By emphasizing oilfield services companies, I underweighted integrated oil companies within the energy sector. As a result, the lack of exposure to index components Chevron and ConocoPhillips, both of which posted gains, hurt relative results. Although my insurance holdings performed well overall, some stocks produced disappointing performance. Most notably, American International Group (AIG) declined early in the period because of heavy selling of its stock by trusts controlled by its ousted chairman. Later, investors became worried about AIG's exposure to subprime mortgages and other potentially troublesome mortgage debt securities.

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, 2007 to October 31, 2007).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Beginning Account Value May 1, 2007	Ending Account Value October 31, 2007	Expenses Paid During Period* May 1, 2007 to October 31, 2007
Actual	$ 1,000.00	$ 1,101.80	$ 4.82
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.62	$ 4.63

* Expenses are equal to the Fund's annualized expense ratio of .91%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	3.7	2.4
American International Group, Inc.	3.4	3.7
General Electric Co.	3.3	3.4
Microsoft Corp.	3.2	3.0
Cisco Systems, Inc.	2.4	2.0
Procter & Gamble Co.	2.2	2.4
State Street Corp.	2.1	1.0
AT&T, Inc.	2.0	1.4
Google, Inc. Class A (sub. vtg.)	1.9	1.5
Merck & Co., Inc.	1.5	1.2
	25.7
Top Five Market Sectors as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.8	20.0
Financials	21.1	22.3
Industrials	12.2	10.2
Health Care	11.3	13.1
Energy	11.2	10.4

Asset Allocation (% of fund's net assets)
As of October 31, 2007*			As of April 30, 2007**
	Stocks 97.3%			Stocks 97.0%
	Short-Term Investments and Net Other Assets 2.7%			Short-Term Investments and Net Other Assets 3.0%
* Foreign investments		9.8%	** Foreign investments		9.6%

Annual Report

Investments October 31, 2007

Showing Percentage of Net Assets

Common Stocks - 97.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 5.6%
Automobiles - 0.4%
General Motors Corp.	96,400		$ 3,778
Hotels, Restaurants & Leisure - 0.4%
Jamba, Inc. (a)(d)	235,200		1,279
Starbucks Corp. (a)	112,550		3,003
			4,282
Household Durables - 0.8%
D.R. Horton, Inc.	156,400		1,985
Toll Brothers, Inc. (a)(d)	130,400		2,987
Whirlpool Corp.	41,700		3,302
			8,274
Media - 1.3%
E.W. Scripps Co. Class A	62,240		2,801
News Corp. Class B	275,500		6,317
Time Warner, Inc.	204,260		3,730
			12,848
Multiline Retail - 1.5%
JCPenney Co., Inc.	20,100		1,130
Sears Holdings Corp. (a)	25,800		3,478
Target Corp.	166,320		10,205
			14,813
Specialty Retail - 1.2%
Best Buy Co., Inc.	20,100		975
Lowe's Companies, Inc.	214,900		5,779
PetSmart, Inc.	63,700		1,908
Staples, Inc.	87,182		2,035
Tiffany & Co., Inc.	37,600		2,037
			12,734
TOTAL CONSUMER DISCRETIONARY			56,729
CONSUMER STAPLES - 6.5%
Beverages - 0.4%
Molson Coors Brewing Co. Class B	43,700		2,501
PepsiCo, Inc.	27,000		1,990
			4,491
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 0.9%
CVS Caremark Corp.	195,100		$ 8,149
Wal-Mart Stores, Inc.	28,400		1,284
			9,433
Food Products - 1.4%
Kraft Foods, Inc. Class A	128,800		4,303
Nestle SA sponsored ADR	81,800		9,448
			13,751
Household Products - 2.7%
Colgate-Palmolive Co.	59,750		4,557
Procter & Gamble Co.	321,755		22,368
			26,925
Tobacco - 1.1%
Altria Group, Inc.	150,230		10,956
TOTAL CONSUMER STAPLES			65,556
ENERGY - 11.2%
Energy Equipment & Services - 4.1%
Baker Hughes, Inc.	38,300		3,321
Cameron International Corp. (a)	116,500		11,342
Diamond Offshore Drilling, Inc.	8,500		962
Halliburton Co.	85,807		3,383
Nabors Industries Ltd. (a)	19,300		542
Schlumberger Ltd. (NY Shares)	139,085		13,431
Smith International, Inc.	124,500		8,223
			41,204
Oil, Gas & Consumable Fuels - 7.1%
Chesapeake Energy Corp.	76,000		3,000
Devon Energy Corp.	52,900		4,941
EOG Resources, Inc.	59,500		5,272
Exxon Mobil Corp.	408,375		37,567
Peabody Energy Corp.	93,900		5,235
Petroplus Holdings AG	17,602		1,529
Plains Exploration & Production Co. (a)	90,300		4,601
Ultra Petroleum Corp. (a)	36,010		2,552
Valero Energy Corp.	91,980		6,478
			71,175
TOTAL ENERGY			112,379
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 21.1%
Capital Markets - 7.3%
Ameriprise Financial, Inc.	66,080		$ 4,162
Bank New York Mellon Corp.	169,900		8,300
Charles Schwab Corp.	275,700		6,407
Franklin Resources, Inc.	16,200		2,101
Goldman Sachs Group, Inc.	51,100		12,669
Janus Capital Group, Inc.	89,100		3,075
Lehman Brothers Holdings, Inc.	130,400		8,260
Merrill Lynch & Co., Inc.	32,500		2,146
State Street Corp.	260,226		20,758
T. Rowe Price Group, Inc.	84,200		5,409
			73,287
Commercial Banks - 0.8%
PNC Financial Services Group, Inc.	30,900		2,230
Standard Chartered PLC (United Kingdom)	92,068		3,572
U.S. Bancorp, Delaware	40,600		1,346
Wells Fargo & Co.	25,052		852
			8,000
Consumer Finance - 1.0%
American Express Co.	87,400		5,327
Capital One Financial Corp.	43,700		2,866
Discover Financial Services	90,100		1,739
			9,932
Diversified Financial Services - 2.5%
Bank of America Corp.	221,820		10,709
Bovespa Holding SA (a)	11,000		209
Citigroup, Inc.	271,400		11,372
Deutsche Boerse AG	17,100		2,698
			24,988
Insurance - 8.5%
ACE Ltd.	106,900		6,479
AFLAC, Inc.	58,000		3,641
American International Group, Inc.	546,530		34,497
Berkshire Hathaway, Inc. Class A (a)	83		10,998
CNinsure, Inc. ADR (a)	2,100		53
Everest Re Group Ltd.	26,580		2,832
Fidelity National Financial, Inc. Class A	142,000		2,185
Hartford Financial Services Group, Inc.	76,330		7,406
Lincoln National Corp.	30,900		1,927
National Financial Partners Corp.	58,300		3,187
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Prudential Financial, Inc.	80,800		$ 7,815
W.R. Berkley Corp.	138,382		4,164
			85,184
Real Estate Investment Trusts - 0.4%
Annaly Capital Management, Inc.	277,000		4,734
Real Estate Management & Development - 0.1%
Move, Inc. (a)	285,446		725
Thrifts & Mortgage Finance - 0.5%
Hudson City Bancorp, Inc.	312,200		4,889
TOTAL FINANCIALS			211,739
HEALTH CARE - 11.3%
Biotechnology - 2.1%
Amgen, Inc. (a)	55,390		3,219
Biogen Idec, Inc. (a)	34,670		2,581
Celgene Corp. (a)	14,000		924
Cephalon, Inc. (a)	38,700		2,854
Genentech, Inc. (a)	49,260		3,652
Gilead Sciences, Inc. (a)	98,000		4,527
PDL BioPharma, Inc. (a)	158,400		3,358
			21,115
Health Care Equipment & Supplies - 3.4%
Alcon, Inc.	17,400		2,648
Baxter International, Inc.	68,000		4,081
Becton, Dickinson & Co.	70,900		5,917
C.R. Bard, Inc.	46,500		3,888
Cooper Companies, Inc.	38,900		1,634
Covidien Ltd.	88,144		3,667
DJO, Inc. (a)	83,700		4,181
Medtronic, Inc.	72,600		3,444
Mindray Medical International Ltd. sponsored ADR (d)	26,800		1,066
St. Jude Medical, Inc. (a)	95,200		3,877
			34,403
Health Care Providers & Services - 1.5%
Brookdale Senior Living, Inc.	34,100		1,258
Health Net, Inc. (a)	29,500		1,581
Henry Schein, Inc. (a)	92,600		5,547
I-trax, Inc. (a)	127,700		485
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Medco Health Solutions, Inc. (a)	41,100		$ 3,879
UnitedHealth Group, Inc.	38,000		1,868
			14,618
Life Sciences Tools & Services - 0.3%
Affymetrix, Inc. (a)	33,400		850
Millipore Corp. (a)	24,900		1,933
			2,783
Pharmaceuticals - 4.0%
Allergan, Inc.	55,600		3,757
Johnson & Johnson	118,110		7,697
Merck & Co., Inc.	266,700		15,538
Pfizer, Inc.	93,240		2,295
Roche Holding AG (participation certificate)	16,612		2,839
Schering-Plough Corp.	167,100		5,100
Wyeth	65,080		3,165
			40,391
TOTAL HEALTH CARE			113,310
INDUSTRIALS - 12.2%
Aerospace & Defense - 3.5%
General Dynamics Corp.	125,900		11,452
Hexcel Corp. (a)	80,100		2,005
Honeywell International, Inc.	72,260		4,365
Lockheed Martin Corp.	22,300		2,454
United Technologies Corp.	195,920		15,006
			35,282
Air Freight & Logistics - 0.5%
C.H. Robinson Worldwide, Inc.	49,200		2,456
FedEx Corp.	6,900		713
United Parcel Service, Inc. Class B	19,600		1,472
			4,641
Airlines - 0.3%
AMR Corp. (a)	49,300		1,183
UAL Corp. (a)	41,900		2,007
			3,190
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 1.4%
Alstom SA	13,700		$ 3,233
Evergreen Solar, Inc. (a)	178,700		2,066
Gamesa Corporacion Tecnologica, SA	33,900		1,719
Suntech Power Holdings Co. Ltd. sponsored ADR (a)	59,800		3,522
Vestas Wind Systems AS (a)	42,000		3,747
			14,287
Industrial Conglomerates - 4.7%
3M Co.	34,400		2,971
General Electric Co.	815,000		33,545
McDermott International, Inc. (a)	108,600		6,631
Siemens AG sponsored ADR	28,900		3,941
			47,088
Machinery - 1.0%
Danaher Corp.	60,400		5,174
Eaton Corp.	50,900		4,712
			9,886
Road & Rail - 0.8%
Landstar System, Inc.	70,000		2,946
Union Pacific Corp.	38,300		4,904
			7,850
TOTAL INDUSTRIALS			122,224
INFORMATION TECHNOLOGY - 21.8%
Communications Equipment - 4.5%
Cisco Systems, Inc. (a)	732,540		24,218
Comverse Technology, Inc. (a)	134,900		2,593
Corning, Inc.	208,260		5,054
Harris Corp.	72,900		4,415
Juniper Networks, Inc. (a)	71,680		2,580
Motorola, Inc.	57,640		1,083
QUALCOMM, Inc.	67,000		2,863
Research In Motion Ltd. (a)	20,750		2,584
			45,390
Computers & Peripherals - 3.7%
Apple, Inc. (a)	73,600		13,980
Dell, Inc. (a)	127,400		3,898
EMC Corp. (a)	114,000		2,894
Hewlett-Packard Co.	255,000		13,178
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
SanDisk Corp. (a)	30,000		$ 1,332
Sun Microsystems, Inc. (a)	342,700		1,957
			37,239
Electronic Equipment & Instruments - 0.3%
Agilent Technologies, Inc. (a)	73,614		2,713
Internet Software & Services - 2.9%
Alibaba.com Ltd. (a)(e)	20,500		66
CMGI, Inc. (a)	514,200		725
eBay, Inc. (a)	171,853		6,204
Google, Inc. Class A (sub. vtg.) (a)	27,020		19,103
Yahoo!, Inc. (a)	83,910		2,610
			28,708
IT Services - 0.6%
Paychex, Inc. (d)	84,680		3,538
The Western Union Co.	112,500		2,480
			6,018
Office Electronics - 0.1%
Canon, Inc.	26,500		1,340
Semiconductors & Semiconductor Equipment - 4.3%
Advanced Micro Devices, Inc. (a)	180,000		2,354
Applied Materials, Inc.	326,200		6,335
ARM Holdings PLC sponsored ADR	190,900		1,773
Broadcom Corp. Class A (a)	128,200		4,173
Fairchild Semiconductor International, Inc. (a)	42,900		783
FormFactor, Inc. (a)	57,300		2,241
Infineon Technologies AG sponsored ADR (a)	214,900		3,155
Intel Corp.	388,800		10,459
Intersil Corp. Class A	69,400		2,106
Lam Research Corp. (a)	27,700		1,391
Marvell Technology Group Ltd. (a)	76,280		1,375
Maxim Integrated Products, Inc.	121,800		3,301
Micron Technology, Inc. (a)	127,800		1,343
National Semiconductor Corp.	82,800		2,082
Samsung Electronics Co. Ltd.	1,180		728
			43,599
Software - 5.4%
Adobe Systems, Inc. (a)	138,500		6,634
Cognos, Inc. (a)	57,200		2,879
Electronic Arts, Inc. (a)	51,600		3,154
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Gameloft (a)	53,100		$ 547
Microsoft Corp.	885,060		32,579
Nintendo Co. Ltd.	2,600		1,633
Oracle Corp. (a)	264,350		5,861
Quest Software, Inc. (a)	69,800		1,215
			54,502
TOTAL INFORMATION TECHNOLOGY			219,509
MATERIALS - 2.7%
Chemicals - 1.8%
Albemarle Corp.	48,130		2,299
Monsanto Co.	77,400		7,557
Praxair, Inc.	101,900		8,710
			18,566
Metals & Mining - 0.9%
Alcoa, Inc.	86,100		3,409
Barrick Gold Corp.	61,600		2,740
Titanium Metals Corp. (a)	78,346		2,758
			8,907
TOTAL MATERIALS			27,473
TELECOMMUNICATION SERVICES - 3.9%
Diversified Telecommunication Services - 3.4%
AT&T, Inc.	472,200		19,733
Level 3 Communications, Inc. (a)	473,800		1,436
Qwest Communications International, Inc. (a)	80,700		579
Verizon Communications, Inc.	258,900		11,928
			33,676
Wireless Telecommunication Services - 0.5%
American Tower Corp. Class A (a)	104,000		4,595
Sprint Nextel Corp.	54,600		934
			5,529
TOTAL TELECOMMUNICATION SERVICES			39,205
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 1.0%
Electric Utilities - 1.0%
Exelon Corp.	118,000		$ 9,768
TOTAL COMMON STOCKS (Cost $789,903)		977,892
Money Market Funds - 4.1%

Fidelity Cash Central Fund, 4.97% (b)	35,125,320		35,125
Fidelity Securities Lending Cash Central Fund, 5.02% (b)(c)	6,019,075		6,019
TOTAL MONEY MARKET FUNDS (Cost $41,144)		41,144
TOTAL INVESTMENT PORTFOLIO - 101.4% (Cost $831,047)			1,019,036
NET OTHER ASSETS - (1.4)%			(13,966)
NET ASSETS - 100%		$ 1,005,070

Legend

(a) Non-income producing

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

(e) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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	$ 1,512
Fidelity Securities Lending Cash Central Fund	63
Total	$ 1,575

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 amount)	October 31, 2007

Assets
Investment in securities, at value (including securities loaned of $5,996) - See accompanying schedule: Unaffiliated issuers (cost $789,903)	$ 977,892
Fidelity Central Funds (cost $41,144)	41,144
Total Investments (cost $831,047)		$ 1,019,036
Receivable for investments sold		7,718
Receivable for fund shares sold		698
Dividends receivable		659
Distributions receivable from Fidelity Central Funds		150
Other receivables		3
Total assets		1,028,264

Liabilities
Payable for investments purchased Regular delivery	$ 15,529
Delayed delivery	36
Payable for fund shares redeemed	779
Accrued management fee	589
Other affiliated payables	184
Other payables and accrued expenses	58
Collateral on securities loaned, at value	6,019
Total liabilities		23,194

Net Assets		$ 1,005,070
Net Assets consist of:
Paid in capital		$ 769,160
Undistributed net investment income		4,008
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		43,911
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		187,991
Net Assets, for 31,047 shares outstanding		$ 1,005,070
Net Asset Value, offering price and redemption price per share ($1,005,070 ÷ 31,047 shares)		$ 32.37

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, 2007

Investment Income
Dividends		$ 11,617
Income from Fidelity Central Funds		1,575
Total income		13,192

Expenses
Management fee Basic fee	$ 4,896
Performance adjustment	584
Transfer agent fees	1,694
Accounting and security lending fees	297
Custodian fees and expenses	42
Independent trustees' compensation	3
Registration fees	28
Audit	65
Legal	9
Miscellaneous	9
Total expenses before reductions	7,627
Expense reductions	(28)	7,599
Net investment income (loss)		5,593
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	58,435
Foreign currency transactions	(3)
Total net realized gain (loss)		58,432
Change in net unrealized appreciation (depreciation) on: Investment securities	93,427
Assets and liabilities in foreign currencies	2
Total change in net unrealized appreciation (depreciation)		93,429
Net gain (loss)		151,861
Net increase (decrease) in net assets resulting from operations		$ 157,454

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, 2007	Year ended October 31, 2006
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 5,593	$ 4,950
Net realized gain (loss)	58,432	51,467
Change in net unrealized appreciation (depreciation)	93,429	58,566
Net increase (decrease) in net assets resulting from operations	157,454	114,983
Distributions to shareholders from net investment income	(3,953)	(3,858)
Distributions to shareholders from net realized gain	(912)	-
Total distributions	(4,865)	(3,858)
Share transactions Proceeds from sales of shares	152,793	89,484
Reinvestment of distributions	4,662	3,687
Cost of shares redeemed	(158,019)	(121,435)
Net increase (decrease) in net assets resulting from share transactions	(564)	(28,264)
Total increase (decrease) in net assets	152,025	82,861

Net Assets
Beginning of period	853,045	770,184
End of period (including undistributed net investment income of $4,008 and undistributed net investment income of $3,711, respectively)	$ 1,005,070	$ 853,045
Other Information Shares
Sold	5,039	3,483
Issued in reinvestment of distributions	169	147
Redeemed	(5,476)	(4,751)
Net increase (decrease)	(268)	(1,121)

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

Annual Report

Financial Highlights

Years ended October 31,	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.24	$ 23.74	$ 21.41	$ 19.96	$ 16.83
Income from Investment Operations
Net investment income (loss)^B	.19	.16	.25^E	.10	.11
Net realized and unrealized gain (loss)	5.10	3.46	2.33	1.47	3.08
Total from investment operations	5.29	3.62	2.58	1.57	3.19
Distributions from net investment income	(.13)	(.12)	(.25)	(.12)	(.06)
Distributions from net realized gain	(.03)	-	-	-	-
Total distributions	(.16)	(.12)	(.25)	(.12)	(.06)
Net asset value, end of period	$ 32.37	$ 27.24	$ 23.74	$ 21.41	$ 19.96
Total Return^A	19.52%	15.29%	12.12%	7.91%	19.01%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.87%	.88%	.84%	.85%	.86%
Expenses net of fee waivers, if any	.87%	.88%	.84%	.85%	.86%
Expenses net of all reductions	.87%	.87%	.79%	.81%	.82%
Net investment income (loss)	.64%	.61%	1.11%^E	.46%	.63%
Supplemental Data
Net assets, end of period (in millions)	$ 1,005	$ 853	$ 770	$ 777	$ 790
Portfolio turnover rate^D	91%	109%	136%	134%	159%

^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

Notes to Financial Statements

For the period ended October 31, 2007

(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.

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 - continued

securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

Unrealized appreciation	$ 204,037
Unrealized depreciation	(20,690)
Net unrealized appreciation (depreciation)	183,347
Undistributed ordinary income	11,696
Undistributed long-term capital gain	38,143

Cost for federal income tax purposes	$ 835,689

The tax character of distributions paid was as follows:

	October 31, 2007	October 31, 2006
Ordinary Income	$ 3,953	$ 3,858
Long-term Capital Gains	912	-
Total	$ 4,865	$ 3,858

4. Operating Policies.

Annual Report

4. Operating Policies - continued

Repurchase Agreements - continued

segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $793,510 and $776,196, respectively.

6. Fees and Other Transactions with Affiliates.

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 $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $2 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

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 $63.

9. 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 $5 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $1 and $9, respectively.

10. 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, 2007, 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 five years in the period then ended. 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, 2007, 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 its 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 11, 2007

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 (77)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), 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 (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
James C. Curvey (72)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (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. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

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 (59)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (65)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (71)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (67)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (61)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (63)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. 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 Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (68)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers**:

Name, Age; Principal Occupation
Peter S. Lynch (63)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001- present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Joseph Mauriello (63)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd., (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc., (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Heath, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (57)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Mr. Wiley also serves as Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-present) and a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005- present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present), and an Advisory Director of Riverstone Holdings (private investment firm). Previously, Mr. Wiley served as Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).
Kimberley H. Monasterio (43)
	Year of Election or Appointment: 2007 President and Treasurer of Stock Selector. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of Stock Selector. Mr. Donovan also serves as Vice President of Fidelity's Equity Funds (2007-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2006 Vice President of Stock Selector. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of Stock Selector. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Scott C. Goebel (39)
	Year of Election or Appointment: 2007 Assistant Secretary of Stock Selector. Mr. Goebel also serves as Assistant Secretary of other Fidelity funds (2007-present), and is an employee of FMR.
R. Stephen Ganis (41)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Stock Selector. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer of Stock Selector. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Stock Selector. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005- present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer of Stock Selector. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer of Stock Selector. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (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) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Stock Selector. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (53)
	Year of Election or Appointment: 2004 Assistant Treasurer of Stock Selector. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer of Stock Selector. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer of Stock Selector. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

Annual Report

Distributions

The Board of Trustees of Fidelity Stock Selector voted to pay on December 10, 2007, to shareholders of record at the opening of business on December 7, 2007, a distribution of $1.48 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.16 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2007, $38,143,020, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividends 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 2008 of amounts for use in preparing 2007 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 and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Stock Selector

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Stock Selector

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 fund's total expenses ranked below its competitive median for 2006.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Managing Your Investments

By Phone

(phone_graphic)

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 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

10100 Santa Monica Blvd.
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

16995 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

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

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

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, 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

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
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

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 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

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

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, 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

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Annual Report

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Annual Report

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FSS-UANN-1207
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Fidelity®

Value

Fund

Annual Report

October 31, 2007

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2007	Past 1 year	Past 5 years	Past 10 years
Fidelity® Value Fund	15.82%	20.02%	11.35%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Value Fund on October 31, 1997. 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.

Annual Report

Management's Discussion of Fund Performance

Comments from Richard Fentin, Portfolio Manager of Fidelity® Value Fund

The fund returned 15.82% during the year, solidly beating the Russell Midcap®Value Index, which rose 9.73%. Although I was on a planned leave of absence from July through September of this period, I remained actively involved and in close contact with Matthew Friedman, who managed the fund in my absence. The fund's outperformance was fueled by an overweighting in energy stocks overall and by strong stock picking in the energy services area, including National Oilwell Varco, FMC Technologies, Cameron International and Smith International. Heavily underweighting financials - as well as not owning index components Sovereign Bancorp, KeyCorp and MGIC Investment - also contributed, as the entire sector struggled. Further gains were generated within health care equipment and services, including out-of-index stocks Baxter International and Medco Health Solutions. Elsewhere, farm equipment manufacturer Deere and construction/engineering entity Fluor, both non-index capital goods stocks, boosted performance, as did glass container maker Owens-Illinois in the materials area. On the flip side, weak picks in consumer discretionary hurt, particularly overweightings in retailers Liz Claiborne and OfficeMax, and boat manufacturer Brunswick. Underweighting materials stocks also detracted, including having no exposure to strong-performing index components Mosaic, U.S. Steel, Freeport-McMoRan Copper & Gold and Lyondell Chemical. Elsewhere, a lack of exposure to energy giant and index component Hess was a negative, as was an out-of-index investment in Countrywide Financial.

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, 2007 to October 31, 2007).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Beginning Account Value May 1, 2007	Ending Account Value October 31, 2007	Expenses Paid During Period* May 1, 2007 to October 31, 2007
Actual	$ 1,000.00	$ 1,018.90	$ 3.77
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,021.48	$ 3.77

* Expenses are equal to the Fund's annualized expense ratio of .74%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Owens-Illinois, Inc.	1.2	1.2
Xerox Corp.	1.2	1.3
National Oilwell Varco, Inc.	1.2	1.0
Avon Products, Inc.	1.1	1.1
AT&T, Inc.	1.1	1.0
Agilent Technologies, Inc.	1.0	0.9
Eastman Kodak Co.	1.0	0.8
FMC Technologies, Inc.	1.0	0.6
Fluor Corp.	0.9	0.7
The Brink's Co.	0.9	0.9
	10.6
Top Five Market Sectors as of October 31, 2007
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	19.5	17.6
Consumer Discretionary	18.0	18.6
Financials	14.0	14.9
Energy	12.2	9.5
Industrials	9.0	9.2

Asset Allocation (% of fund's net assets)
As of October 31, 2007*			As of April 30, 2007**
	Stocks 99.5%			Stocks 97.0%
	Bonds 0.0%			Bonds 0.1%
	Convertible Securities 0.1%			Convertible Securities 0.2%
	Short-Term Investments and Net Other Assets 0.4%			Short-Term Investments and Net Other Assets 2.7%
* Foreign investments		10.7%	** Foreign investments		9.5%

Annual Report

Investments October 31, 2007

Showing Percentage of Net Assets

Common Stocks - 99.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.0%
Auto Components - 0.3%
Gentex Corp.	2,349,760		$ 48,828
The Goodyear Tire & Rubber Co. (a)	795,800		23,993
			72,821
Automobiles - 1.6%
Ford Motor Co. (a)	12,500,500		110,879
Nissan Motor Co. Ltd.	2,913,684		33,551
Renault SA	875,845		147,068
Winnebago Industries, Inc. (d)(e)	2,370,291		61,106
			352,604
Diversified Consumer Services - 0.6%
H&R Block, Inc.	4,716,600		102,822
Service Corp. International	1,849,100		26,756
			129,578
Hotels, Restaurants & Leisure - 2.1%
Aristocrat Leisure Ltd. (d)	2,197,917		21,499
Brinker International, Inc.	3,459,900		87,847
Carnival Corp. unit	2,910,000		139,622
Royal Caribbean Cruises Ltd.	4,452,420		190,920
WMS Industries, Inc. (a)(d)	892,750		30,952
			470,840
Household Durables - 3.1%
Beazer Homes USA, Inc.	167,500		1,881
Black & Decker Corp.	1,676,836		150,764
Centex Corp.	1,176,200		29,476
Ethan Allen Interiors, Inc. (d)(e)	2,070,254		63,888
KB Home	741,300		20,490
La-Z-Boy, Inc. (d)	1,695,400		13,377
Leggett & Platt, Inc.	5,000,450		97,159
Samson Holding Ltd.	1,085,000		331
Sealy Corp., Inc. (d)	3,735,244		49,380
The Stanley Works	3,188,900		183,521
Whirlpool Corp.	1,289,700		102,118
			712,385
Leisure Equipment & Products - 2.1%
Brunswick Corp. (e)	5,565,208		124,160
Eastman Kodak Co. (d)	7,817,900		224,061
Mattel, Inc.	1,648,000		34,427
Polaris Industries, Inc. (d)(e)	1,972,200		96,993
			479,641
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - 2.7%
Cinemark Holdings, Inc.	1,892,000		$ 32,561
E.W. Scripps Co. Class A (d)	3,325,376		149,675
Gannett Co., Inc.	2,338,300		99,167
Grupo Televisa SA de CV (CPO) sponsored ADR	428,400		10,646
Live Nation, Inc. (a)	1,827,962		37,364
Omnicom Group, Inc.	1,376,800		70,189
R.H. Donnelley Corp. (a)	2,087,300		114,488
Regal Entertainment Group Class A	3,100,700		69,983
The McClatchy Co. Class A	25,233		419
Valassis Communications, Inc. (a)	1,536,283		15,132
			599,624
Multiline Retail - 0.8%
Family Dollar Stores, Inc.	3,952,500		100,196
Retail Ventures, Inc. (a)	1,838,962		15,944
Sears Holdings Corp. (a)(d)	508,141		68,492
Tuesday Morning Corp.	1,082,359		8,248
			192,880
Specialty Retail - 4.0%
AnnTaylor Stores Corp. (a)	2,016,700		62,498
Asbury Automotive Group, Inc. (e)	2,073,233		38,002
AutoZone, Inc. (a)	483,300		60,127
Best Buy Co., Inc.	429,200		20,825
Chico's FAS, Inc. (a)	1,409,300		18,518
Foot Locker, Inc.	1,691,013		25,179
Gap, Inc.	6,113,800		115,551
Group 1 Automotive, Inc. (d)(e)	1,549,900		48,124
OfficeMax, Inc. (e)	3,856,000		122,042
PetSmart, Inc.	4,121,510		123,439
RadioShack Corp.	325,200		6,706
Select Comfort Corp. (a)(d)	1,843,805		21,075
Staples, Inc.	1,600,408		37,354
The Children's Place Retail Stores, Inc. (a)	413,900		10,596
Tiffany & Co., Inc. (d)	1,078,000		58,406
Williams-Sonoma, Inc. (d)	4,340,100		136,453
			904,895
Textiles, Apparel & Luxury Goods - 0.7%
Liz Claiborne, Inc. (d)(e)	5,350,300		152,323
TOTAL CONSUMER DISCRETIONARY			4,067,591
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 4.4%
Beverages - 0.4%
Cott Corp. (a)(e)	3,743,300		$ 26,523
SABMiller PLC	1,758,100		52,817
			79,340
Food & Staples Retailing - 1.4%
Rite Aid Corp. (a)(d)	18,410,268		71,984
SUPERVALU, Inc.	758,800		29,404
Sysco Corp.	5,176,800		177,512
Winn-Dixie Stores, Inc. (a)(d)	1,334,956		31,558
			310,458
Food Products - 1.3%
Bunge Ltd.	953,400		109,822
Chiquita Brands International, Inc. (a)	1,167,694		21,894
Groupe Danone	108,400		9,350
Leroy Seafood Group ASA (d)	1,182,500		25,120
Marine Harvest ASA (a)	22,078,000		22,380
Ralcorp Holdings, Inc. (a)(d)	601,024		33,838
Tyson Foods, Inc. Class A	5,216,800		82,425
			304,829
Household Products - 0.1%
Central Garden & Pet Co.	980,809		8,131
Central Garden & Pet Co. Class A (non-vtg.) (a)	859,647		7,152
			15,283
Personal Products - 1.1%
Avon Products, Inc.	5,980,200		245,069
Tobacco - 0.1%
Altria Group, Inc.	280,700		20,471
Imperial Tobacco Group PLC	140,900		7,127
			27,598
TOTAL CONSUMER STAPLES			982,577
ENERGY - 12.2%
Energy Equipment & Services - 7.2%
Baker Hughes, Inc.	1,207,960		104,754
Cameron International Corp. (a)	1,780,800		173,379
ENSCO International, Inc.	1,015,000		56,322
Exterran Holdings, Inc. (a)	896,330		75,471
FMC Technologies, Inc. (a)	3,612,200		219,008
GlobalSantaFe Corp.	927,820		75,181
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Halliburton Co.	1,848,200		$ 72,856
Hornbeck Offshore Services, Inc. (a)	154,275		6,032
Key Energy Services, Inc. (a)	1,477,850		20,291
National Oilwell Varco, Inc. (a)	3,550,040		260,005
Noble Corp.	1,419,600		75,168
Oceaneering International, Inc. (a)	325,420		25,145
Smith International, Inc.	3,053,700		201,697
Subsea 7, Inc. (a)	196,000		5,752
Superior Energy Services, Inc. (a)	1,302,300		48,289
Transocean, Inc. (a)	720,228		85,974
Weatherford International Ltd. (a)	1,804,548		117,133
			1,622,457
Oil, Gas & Consumable Fuels - 5.0%
Arch Coal, Inc.	2,268,100		92,992
Cabot Oil & Gas Corp.	2,248,800		89,255
Canadian Natural Resources Ltd.	769,100		63,991
Cheniere Energy Partners LP	443,100		8,432
CONSOL Energy, Inc.	650,400		36,748
Copano Energy LLC	818,360		31,679
EOG Resources, Inc.	861,700		76,347
EXCO Resources, Inc. (a)	2,347,800		39,631
Foundation Coal Holdings, Inc. (d)(e)	2,466,000		105,348
Noble Energy, Inc.	633,300		48,473
Peabody Energy Corp.	661,306		36,868
Southwestern Energy Co. (a)	277,200		14,340
Suncor Energy, Inc.	883,000		96,745
Ultra Petroleum Corp. (a)	1,328,355		94,127
Valero Energy Corp.	2,543,800		179,160
Williams Companies, Inc.	3,181,800		116,104
Williams Partners LP	150,600		6,890
			1,137,130
TOTAL ENERGY			2,759,587
FINANCIALS - 14.0%
Capital Markets - 1.9%
Ares Capital Corp.	1,929,369		32,105
Bank New York Mellon Corp.	534,482		26,109
Bear Stearns Companies, Inc. (d)	404,000		45,894
Janus Capital Group, Inc.	496,000		17,117
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Legg Mason, Inc.	1,374,670		$ 114,015
Lehman Brothers Holdings, Inc.	1,311,300		83,058
State Street Corp.	757,231		60,404
TD Ameritrade Holding Corp. (a)(d)	2,208,750		42,275
			420,977
Commercial Banks - 1.6%
Appalachian Bancshares, Inc. (a)	145,137		2,078
Associated Banc-Corp.	552,858		15,955
Boston Private Financial Holdings, Inc.	816,289		23,476
Colonial Bancgroup, Inc.	618,100		11,855
PNC Financial Services Group, Inc.	271,000		19,555
Popular, Inc. (d)	905,100		9,549
Sterling Financial Corp., Washington	318,385		7,164
U.S. Bancorp, Delaware	542,400		17,986
UCBH Holdings, Inc. (d)	1,939,523		33,108
UnionBanCal Corp.	1,021,332		55,162
Wachovia Corp.	2,023,567		92,538
Zions Bancorp (d)	1,106,500		65,405
			353,831
Consumer Finance - 0.7%
Capital One Financial Corp. (d)	2,033,000		133,344
Cash America International, Inc.	716,998		27,963
Discover Financial Services	542,000		10,461
			171,768
Diversified Financial Services - 1.0%
Bank of America Corp.	2,371,360		114,489
Deutsche Boerse AG	86,700		13,679
JPMorgan Chase & Co.	1,848,700		86,889
Maiden Holdings Ltd. (f)	833,900		7,505
			222,562
Insurance - 2.6%
AMBAC Financial Group, Inc.	1,773,200		65,307
Assurant, Inc.	513,900		30,032
Genworth Financial, Inc. Class A (non-vtg.)	804,400		21,960
Marsh & McLennan Companies, Inc.	4,119,651		106,658
MBIA, Inc. (d)	2,013,100		86,644
MetLife, Inc.	162,490		11,187
Montpelier Re Holdings Ltd.	435,400		7,794
National Financial Partners Corp.	976,300		53,374
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Principal Financial Group, Inc.	1,188,845		$ 80,449
Prudential Financial, Inc.	217,100		20,998
The Chubb Corp.	756,000		40,333
Willis Group Holdings Ltd.	1,577,500		66,776
			591,512
Real Estate Investment Trusts - 4.0%
Alexandria Real Estate Equities, Inc.	425,800		43,917
American Financial Realty Trust (SBI)	2,873,400		19,367
Annaly Capital Management, Inc.	2,688,700		45,950
BRE Properties, Inc. Class A (d)	867,686		47,549
British Land Co. PLC	542,000		12,215
Developers Diversified Realty Corp.	1,100,900		55,485
Duke Realty LP	2,068,820		66,513
Education Realty Trust, Inc.	1,052,400		13,618
General Growth Properties, Inc.	2,528,750		137,463
GMH Communities Trust	871,300		6,430
HCP, Inc.	2,606,800		88,735
Highwoods Properties, Inc. (SBI)	380,300		13,676
Kimco Realty Corp.	1,371,600		56,949
Public Storage	900,334		72,900
Senior Housing Properties Trust (SBI)	143,800		3,224
Simon Property Group, Inc.	512,200		53,325
UDR, Inc.	1,953,200		46,369
Vornado Realty Trust (d)	1,042,600		116,479
			900,164
Real Estate Management & Development - 0.1%
CB Richard Ellis Group, Inc. Class A (a)	1,184,500		28,878
Thrifts & Mortgage Finance - 2.1%
Countrywide Financial Corp.	2,979,002		46,234
Fannie Mae	2,830,700		161,463
Freddie Mac	2,482,400		129,656
Hudson City Bancorp, Inc.	4,813,700		75,383
New York Community Bancorp, Inc. (d)	2,816,000		52,406
			465,142
TOTAL FINANCIALS			3,154,834
HEALTH CARE - 8.9%
Biotechnology - 0.7%
Amgen, Inc. (a)	1,434,180		83,340
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Cephalon, Inc. (a)(d)	1,031,900		$ 76,092
Molecular Insight Pharmaceuticals, Inc. (d)	232,300		1,568
			161,000
Health Care Equipment & Supplies - 2.1%
American Medical Systems Holdings, Inc. (a)(d)	867,800		11,099
Baxter International, Inc.	2,924,982		175,528
Becton, Dickinson & Co.	1,448,760		120,914
C.R. Bard, Inc.	287,000		23,996
Covidien Ltd.	1,860,267		77,387
Hillenbrand Industries, Inc.	250,696		13,843
Wright Medical Group, Inc. (a)	1,505,200		39,888
			462,655
Health Care Providers & Services - 3.2%
Brookdale Senior Living, Inc.	702,216		25,905
Community Health Systems, Inc. (a)(d)	3,370,600		110,994
DaVita, Inc. (a)	2,140,200		139,520
Emeritus Corp. (a)	497,125		16,405
Health Net, Inc. (a)	1,680,900		90,113
HealthSouth Corp. (a)	268,320		5,380
McKesson Corp.	2,342,300		154,826
Medco Health Solutions, Inc. (a)	780,300		73,645
Universal Health Services, Inc. Class B	2,306,880		112,460
			729,248
Health Care Technology - 0.4%
IMS Health, Inc.	3,243,731		81,774
Life Sciences Tools & Services - 0.3%
Charles River Laboratories International, Inc. (a)	1,314,600		76,247
Pharmaceuticals - 2.2%
Alpharma, Inc. Class A (e)	3,373,578		69,563
Barr Pharmaceuticals, Inc. (a)	2,384,465		136,678
MGI Pharma, Inc. (a)(e)	4,224,074		137,620
Schering-Plough Corp.	4,983,650		152,101
			495,962
TOTAL HEALTH CARE			2,006,886
INDUSTRIALS - 9.0%
Aerospace & Defense - 0.3%
Honeywell International, Inc.	1,064,100		64,282
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 0.6%
United Parcel Service, Inc. Class B	1,952,700		$ 146,648
Airlines - 0.1%
Delta Air Lines, Inc. (a)	779,400		16,212
Building Products - 0.6%
Masco Corp. (d)	5,937,700		142,980
Commercial Services & Supplies - 2.4%
ACCO Brands Corp. (a)(d)(e)	3,147,699		67,487
Allied Waste Industries, Inc. (a)	13,009,908		164,445
Cintas Corp. (d)	772,300		28,266
Equifax, Inc.	760,100		29,264
R.R. Donnelley & Sons Co.	1,051,500		42,365
The Brink's Co. (e)	3,308,021		207,248
			539,075
Construction & Engineering - 1.2%
Fluor Corp.	1,320,342		208,614
Washington Group International, Inc. (a)	626,370		60,977
			269,591
Industrial Conglomerates - 0.3%
Tyco International Ltd.	1,860,267		76,587
Machinery - 2.4%
Albany International Corp. Class A	538,339		20,188
Briggs & Stratton Corp. (d)(e)	2,603,700		58,609
Bucyrus International, Inc. Class A	894,500		73,796
Deere & Co.	227,931		35,307
Eaton Corp.	246,000		22,775
Illinois Tool Works, Inc.	2,660,600		152,346
Pentair, Inc.	3,213,800		113,736
Sulzer AG (Reg.)	32,856		52,703
Wabash National Corp.	1,355,987		13,763
			543,223
Road & Rail - 0.8%
Canadian National Railway Co.	912,100		51,188
Con-way, Inc.	1,774,300		75,603
CSX Corp.	224,500		10,051
Ryder System, Inc.	785,300		37,577
			174,419
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 0.1%
Beacon Roofing Supply, Inc. (a)(d)	1,287,500		$ 11,575
WESCO International, Inc. (a)	346,900		16,183
			27,758
Transportation Infrastructure - 0.2%
Macquarie Infrastructure Co. LLC	907,776		37,909
TOTAL INDUSTRIALS			2,038,684
INFORMATION TECHNOLOGY - 19.5%
Communications Equipment - 2.2%
Alcatel-Lucent SA sponsored ADR	11,297,265		109,470
Avocent Corp. (a)	2,451,718		66,270
Dycom Industries, Inc. (a)(d)(e)	3,906,100		110,347
Motorola, Inc.	8,122,700		152,626
Nortel Networks Corp. (a)	2,323,810		37,508
Powerwave Technologies, Inc. (a)	3,407,700		18,947
Telefonaktiebolaget LM Ericsson (B Shares)	3,700,000		11,119
			506,287
Computers & Peripherals - 2.7%
Diebold, Inc.	2,356,965		98,615
Intermec, Inc. (a)(d)(e)	5,724,167		145,508
NCR Corp. (a)	1,610,020		44,420
Network Appliance, Inc. (a)	3,484,415		109,724
SanDisk Corp. (a)	964,900		42,842
Seagate Technology	4,346,631		121,010
Sun Microsystems, Inc. (a)	6,659,700		38,027
			600,146
Electronic Equipment & Instruments - 5.1%
Agilent Technologies, Inc. (a)	6,082,700		224,147
Arrow Electronics, Inc. (a)	3,617,500		144,628
Avnet, Inc. (a)	4,396,935		183,440
Flextronics International Ltd. (a)	16,393,000		201,798
Ingram Micro, Inc. Class A (a)	2,418,300		51,365
Itron, Inc. (a)(d)	356,913		38,365
Jabil Circuit, Inc.	4,072,135		88,487
Molex, Inc.	3,276,648		93,581
Tyco Electronics Ltd.	3,259,967		116,283
			1,142,094
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.4%
ValueClick, Inc. (a)	1,777,300		$ 48,325
VeriSign, Inc. (a)	2,162,500		73,720
Yahoo!, Inc. (a)	6,237,200		193,977
			316,022
IT Services - 1.1%
MoneyGram International, Inc.	1,737,805		27,718
Perot Systems Corp. Class A (a)	2,061,079		30,092
The Western Union Co.	5,051,432		111,334
Unisys Corp. (a)	13,101,486		79,657
			248,801
Office Electronics - 1.2%
Xerox Corp. (a)	15,141,910		264,075
Semiconductors & Semiconductor Equipment - 4.4%
Advanced Micro Devices, Inc. (a)	5,448,000		71,260
Applied Materials, Inc.	5,725,400		111,187
ASML Holding NV (NY Shares) (a)	4,086,666		142,706
Atmel Corp. (a)	4,765,600		23,304
Fairchild Semiconductor International, Inc. (a)(e)	8,461,410		154,421
Integrated Device Technology, Inc. (a)	4,315,300		57,954
Intersil Corp. Class A	2,664,320		80,835
LSI Corp. (a)	3,380,500		22,311
Maxim Integrated Products, Inc.	2,275,200		61,658
MKS Instruments, Inc. (a)	1,698,970		34,115
National Semiconductor Corp.	7,674,700		192,942
Standard Microsystems Corp. (a)(e)	1,348,232		52,581
			1,005,274
Software - 1.4%
Electronic Arts, Inc. (a)	2,035,806		124,428
Fair Isaac Corp.	1,584,021		60,066
Parametric Technology Corp. (a)	1,442,900		27,559
Quest Software, Inc. (a)	1,840,689		32,028
Symantec Corp. (a)	4,268,655		80,165
			324,246
TOTAL INFORMATION TECHNOLOGY			4,406,945
MATERIALS - 3.6%
Chemicals - 1.2%
Albemarle Corp.	1,104,851		52,768
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Arkema sponsored ADR (a)	238,300		$ 16,204
Chemtura Corp.	11,256,977		104,915
Georgia Gulf Corp. (d)	554,283		6,707
H.B. Fuller Co.	1,531,800		45,081
Lubrizol Corp.	592,354		40,209
			265,884
Containers & Packaging - 1.2%
Owens-Illinois, Inc. (a)	6,201,277		275,462
Metals & Mining - 1.2%
Agnico-Eagle Mines Ltd.	246,300		14,084
Alcoa, Inc.	2,515,240		99,578
ArcelorMittal SA (NY Shares) Class A	260,200		20,803
Barrick Gold Corp.	337,900		15,031
Compass Minerals International, Inc.	800,493		29,546
Kinross Gold Corp. (a)	900,300		17,811
Lihir Gold Ltd. (a)	4,383,848		17,404
Newcrest Mining Ltd.	744,625		22,699
Randgold Resources Ltd. sponsored ADR	459,866		16,528
Titanium Metals Corp. (a)	550,700		19,385
			272,869
TOTAL MATERIALS			814,215
TELECOMMUNICATION SERVICES - 2.6%
Diversified Telecommunication Services - 1.7%
AT&T, Inc.	5,677,440		237,260
Cbeyond, Inc. (a)	216,934		8,486
Cincinnati Bell, Inc. (a)	3,035,342		16,452
NeuStar, Inc. Class A (a)	650,900		22,261
Verizon Communications, Inc.	2,194,900		101,119
			385,578
Wireless Telecommunication Services - 0.9%
Crown Castle International Corp. (a)	1,005,900		41,312
MTN Group Ltd.	1,182,300		22,967
Sprint Nextel Corp.	7,547,600		129,064
			193,343
TOTAL TELECOMMUNICATION SERVICES			578,921
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 7.3%
Electric Utilities - 4.4%
Allegheny Energy, Inc.	2,007,900		$ 121,799
American Electric Power Co., Inc.	1,611,500		77,690
DPL, Inc.	2,813,444		81,702
Edison International	2,055,280		119,515
Entergy Corp.	1,390,760		166,710
FirstEnergy Corp.	1,082,400		75,443
FPL Group, Inc.	1,261,600		86,319
Great Plains Energy, Inc.	271,017		8,087
PPL Corp.	2,594,632		134,142
Reliant Energy, Inc. (a)	4,279,483		117,771
			989,178
Gas Utilities - 0.4%
Equitable Resources, Inc.	1,667,113		93,892
Independent Power Producers & Energy Traders - 1.6%
AES Corp. (a)	2,502,500		53,579
Constellation Energy Group, Inc.	1,403,959		132,955
Mirant Corp. (a)	371,857		15,752
NRG Energy, Inc. (a)	3,572,000		163,098
			365,384
Multi-Utilities - 0.9%
CMS Energy Corp.	1,845,600		31,320
Public Service Enterprise Group, Inc.	1,349,700		129,031
Wisconsin Energy Corp.	661,300		31,663
			192,014
TOTAL UTILITIES			1,640,468
TOTAL COMMON STOCKS (Cost $18,969,156)		22,450,708
Convertible Preferred Stocks - 0.1%

MATERIALS - 0.1%
Containers & Packaging - 0.1%
Owens-Illinois, Inc. 4.75% (Cost $31,569)	681,200		32,187
Money Market Funds - 2.9%
	Shares		Value (000s)
Fidelity Cash Central Fund, 4.97% (b)	52,432,650		$ 52,433
Fidelity Securities Lending Cash Central Fund, 5.02% (b)(c)	594,061,932		594,062
TOTAL MONEY MARKET FUNDS (Cost $646,495)		646,495
TOTAL INVESTMENT PORTFOLIO - 102.5% (Cost $19,647,220)			23,129,390
NET OTHER ASSETS - (2.5)%			(571,315)
NET ASSETS - 100%		$ 22,558,075

Legend

(a) Non-income producing

(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 $7,505,000 or 0.0% 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	$ 26,564
Fidelity Securities Lending Cash Central Fund	4,856
Total	$ 31,420

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACCO Brands Corp.	$ -	$ 69,117	$ -	$ -	$ 67,487
Alaska Communication Systems Group, Inc.	31,234	-	32,497	-	-
Alpharma, Inc. Class A	-	89,476	-	-	69,563
Asbury Automotive Group, Inc.	-	44,439	-	-	38,002
Briggs & Stratton Corp.	55,660	12,149	-	2,106	58,609
Brunswick Corp.	81,050	96,662	-	1,544	124,160
Celestica, Inc. (sub. vtg.)	103,682	-	73,567	-	-
Ceridian Corp.	165,508	-	207,542	-	-
Cott Corp.	28,929	28,702	5,015	-	26,523
Dycom Industries, Inc.	91,051	-	-	-	110,347
Ethan Allen Interiors, Inc.	22,533	53,229	-	1,532	63,888
Fairchild Semiconductor International, Inc.	99,963	37,280	-	-	154,421
Foundation Coal Holdings, Inc.	50,238	37,984	-	474	105,348
Group 1 Automotive, Inc.	-	63,169	-	389	48,124
Hewitt Associates, Inc. Class A	93,162	-	108,805	-	-
Intermec, Inc.	43,218	92,205	3,991	-	145,508
Laidlaw International, Inc.	125,071	-	147,251	2,899	-
Liz Claiborne, Inc.	126,320	90,603	-	898	152,323
MGI Pharma, Inc.	-	94,834	-	-	137,620
OfficeMax, Inc.	132,054	42,030	-	1,907	122,042
Owens-Illinois, Inc.	145,914	-	106,622	-	-
Polaris Industries, Inc.	15,749	86,787	-	1,591	96,993
Rare Hospitality International, Inc.	23,944	43,769	82,740	-	-
Standard Microsystems Corp.	-	43,776	-	-	52,581
Symbol Technologies, Inc.	198,839	-	199,772	-	-
The Brink's Co.	93,663	83,929	-	946	207,248
Winnebago Industries, Inc.	-	78,673	-	817	61,106
Total	$ 1,727,782	$ 1,188,813	$ 967,802	$ 15,103	$ 1,841,893

Other Information

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

United States of America	89.3%
Bermuda	1.9%
Canada	1.7%
France	1.3%
Cayman Islands	1.1%
Others (individually less than 1%)	4.7%
	100.0%

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 amount)	October 31, 2007

Assets
Investment in securities, at value (including securities loaned of $578,168) - See accompanying schedule: Unaffiliated issuers (cost $17,113,785)	$ 20,641,002
Fidelity Central Funds (cost $646,495)	646,495
Other affiliated issuers (cost $1,886,940)	1,841,893
Total Investments (cost $19,647,220)		$ 23,129,390
Receivable for investments sold		165,496
Receivable for fund shares sold		15,197
Dividends receivable		15,690
Distributions receivable from Fidelity Central Funds		725
Prepaid expenses		7
Other receivables		574
Total assets		23,327,079

Liabilities
Payable for investments purchased	$ 118,237
Payable for fund shares redeemed	41,357
Accrued management fee	11,057
Other affiliated payables	3,732
Other payables and accrued expenses	559
Collateral on securities loaned, at value	594,062
Total liabilities		769,004

Net Assets		$ 22,558,075
Net Assets consist of:
Paid in capital		$ 16,981,441
Undistributed net investment income		133,707
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,960,758
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,482,169
Net Assets, for 251,757 shares outstanding		$ 22,558,075
Net Asset Value, offering price and redemption price per share ($22,558,075 ÷ 251,757 shares)		$ 89.60

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, 2007

Investment Income
Dividends (including $15,103 earned from other affiliated issuers)		$ 266,701
Interest		2,311
Income from Fidelity Central Funds		31,420
Total income		300,432

Expenses
Management fee Basic fee	$ 117,363
Performance adjustment	(13,362)
Transfer agent fees	40,055
Accounting and security lending fees	1,808
Custodian fees and expenses	362
Independent trustees' compensation	70
Appreciation in deferred trustee compensation account	1
Registration fees	404
Audit	155
Legal	166
Interest	2
Miscellaneous	186
Total expenses before reductions	147,210
Expense reductions	(1,552)	145,658
Net investment income (loss)		154,774
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,783,158
Other affiliated issuers	176,397
Foreign currency transactions	(47)
Total net realized gain (loss)		1,959,508
Change in net unrealized appreciation (depreciation) on: Investment securities	756,678
Assets and liabilities in foreign currencies	1
Total change in net unrealized appreciation (depreciation)		756,679
Net gain (loss)		2,716,187
Net increase (decrease) in net assets resulting from operations		$ 2,870,961

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, 2007	Year ended October 31, 2006
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 154,774	$ 119,048
Net realized gain (loss)	1,959,508	1,422,482
Change in net unrealized appreciation (depreciation)	756,679	1,015,877
Net increase (decrease) in net assets resulting from operations	2,870,961	2,557,407
Distributions to shareholders from net investment income	(115,709)	(74,656)
Distributions to shareholders from net realized gain	(1,258,330)	(892,814)
Total distributions	(1,374,039)	(967,470)
Share transactions Proceeds from sales of shares	6,749,376	4,909,502
Reinvestment of distributions	1,333,929	938,674
Cost of shares redeemed	(4,175,058)	(3,325,363)
Net increase (decrease) in net assets resulting from share transactions	3,908,247	2,522,813
Total increase (decrease) in net assets	5,405,169	4,112,750

Net Assets
Beginning of period	17,152,906	13,040,156
End of period (including undistributed net investment income of $133,707 and undistributed net investment income of $106,637, respectively)	$ 22,558,075	$ 17,152,906
Other Information Shares
Sold	78,675	61,904
Issued in reinvestment of distributions	16,752	12,395
Redeemed	(48,316)	(42,118)
Net increase (decrease)	47,111	32,181

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

Annual Report

Financial Highlights

Years ended October 31,	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 83.82	$ 75.61	$ 68.71	$ 57.91	$ 44.71
Income from Investment Operations
Net investment income (loss)^B	.64	.61	.43	.24	.33
Net realized and unrealized gain (loss)	11.79	13.17	10.34	10.84	13.23
Total from investment operations	12.43	13.78	10.77	11.08	13.56
Distributions from net investment income	(.56)	(.43)	(.16)	(.23)	(.36)
Distributions from net realized gain	(6.09)	(5.14)	(3.71)	(.05)	-
Total distributions	(6.65)	(5.57)	(3.87)	(.28)	(.36)
Net asset value, end of period	$ 89.60	$ 83.82	$ 75.61	$ 68.71	$ 57.91
Total Return^A	15.82%	19.01%	16.13%	19.21%	30.52%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.70%	.67%	.73%	.95%	1.00%
Expenses net of fee waivers, if any	.70%	.67%	.73%	.95%	1.00%
Expenses net of all reductions	.69%	.66%	.72%	.93%	.98%
Net investment income (loss)	.74%	.76%	.58%	.37%	.66%
Supplemental Data
Net assets, end of period (in millions)	$ 22,558	$ 17,153	$ 13,040	$ 8,902	$ 6,328
Portfolio turnover rate^D	44%	36%	29%	40%	40%

^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 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.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2007

(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.

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 - continued

including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. Certain adjustments have been made to the accounts relating to prior periods. Collectively, these adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

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 foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation, and losses deferred due to wash sales.

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

Unrealized appreciation	$ 4,696,935
Unrealized depreciation	(1,214,157)
Net unrealized appreciation (depreciation)	3,482,778
Undistributed ordinary income	121,425
Undistributed long-term capital gain	1,776,613

Cost for federal income tax purposes	$ 19,646,612

The tax character of distributions paid was as follows:

	October 31, 2007	October 31 2006
Ordinary Income	$ 115,709	$ 118,081
Long-term Capital Gains	1,258,330	849,389
Total	$ 1,374,039	$ 967,470

Annual Report

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 $12,153,244 and $8,990,466, respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,618	4.93%	$ 2

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $42 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

8. Security Lending.

9. 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 $192 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $50 and $1,067, respectively.

10. Other.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

10. Other - continued

At the end of the period, The Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 21% 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 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, 2007, 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 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, 2007 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2007

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 (77)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), 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 (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
James C. Curvey (72)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (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. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

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 (59)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (65)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (71)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (67)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (61)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (63)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. 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 Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (68)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers**:

Name, Age; Principal Occupation
Peter S. Lynch (63)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Joseph Mauriello (63)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd., (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc., (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Heath, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (57)
	Year of Election or Appointment: 2007 Member of the Advisory Board of Fidelity Capital Trust. Mr. Wiley also serves as Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-present) and a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present), and an Advisory Director of Riverstone Holdings (private investment firm). Previously, Mr. Wiley served as Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).
Kimberley H. Monasterio (43)
	Year of Election or Appointment: 2007 President and Treasurer of Value Fund. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of Value Fund. Mr. Donovan also serves as Vice President of Fidelity's Equity Funds (2007-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2006 Vice President of Value Fund. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of Value Fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Scott C. Goebel (39)
	Year of Election or Appointment: 2007 Assistant Secretary of Value Fund. Mr. Goebel also serves as Assistant Secretary of other Fidelity funds (2007-present), and is an employee of FMR.
R. Stephen Ganis (41)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Value Fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer of Value Fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Value Fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer of Value Fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer of Value Fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (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) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Value Fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (53)
	Year of Election or Appointment: 2004 Assistant Treasurer of Value Fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer of Value Fund. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer of Value Fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

Annual Report

Distributions

The Board of Trustees of Fidelity Value Fund voted to pay on December 10, 2007, to shareholders of record at the opening of business on December 7, 2007, a distribution of $7.09 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.56 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2007, $1,838,510,000, or, if subsequently determined to be different, the net capital gain of such year.

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

The fund designates 100% of the dividends distributed during the fiscal year as an amount 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 2008 of amounts for use in preparing 2007 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

Annual Report

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Value Fund

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the third quartile for the one-year period and the first quartile for the three- and five-year periods. 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 FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Value Fund

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 2006. 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.

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 2002 through 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

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 fund's negative 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 2006.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Managing Your Investments

By Phone

(phone_graphic)

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 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

10100 Santa Monica Blvd.
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

16995 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

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

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

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, 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

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
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

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 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

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

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, 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

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker 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.

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Making Changes
To Your Account

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

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

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For Non-Retirement
Accounts

Buying shares

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

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Fidelity Investments
Attn: Distribution Services
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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

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

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®) (automated graphic) 1-800-544-5555

(automated graphic) Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

VAL-UANN-1207
1.784783.104

Item 2. Code of Ethics

As of the end of the period, October 31, 2007, 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 Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Capital Appreciation Fund, Fidelity Disciplined Equity Fund, Fidelity Focused Stock Fund and Fidelity Value Fund (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2007^A	2006^A
Fidelity Capital Appreciation Fund	$85,000	$82,000
Fidelity Disciplined Equity Fund	$78,000	$71,000
Fidelity Focused Stock Fund	$41,000	$39,000
Fidelity Value Fund	$111,000	$101,000
All funds in the Fidelity Group of Funds audited by PwC	$14,400,000	$13,400,000

^A	Aggregate amounts may reflect rounding.

For the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Audit Fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Small Cap Independence Fund and Fidelity Stock Selector (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2007^A	2006^A
Fidelity Small Cap Independence Fund	$48,000	$39,000
Fidelity Stock Selector	$52,000	$44,000
All funds in the Fidelity Group of Funds audited by Deloitte Entities	$7,300,000	$6,500,000

^A	Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2007^A	2006 ^A
Fidelity Capital Appreciation Fund	$0	$0
Fidelity Disciplined Equity Fund	$0	$0
Fidelity Focused Stock Fund	$0	$0
Fidelity Value Fund	$0	$0

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Audit-Related Fees billed by Deloitte Entities for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2007^A	2006 ^A
Fidelity Small Cap Independence Fund	$0	$0
Fidelity Stock Selector	$0	$0

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Audit-Related Fees that were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services 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") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By	2007 ^A	2006^A
PwC	$0	$0
Deloitte Entities	$0	$0

^A	Aggregate amounts may reflect rounding.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

In each of the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund	2007^A	2006^A
Fidelity Capital Appreciation Fund	$3,800	$3,600
Fidelity Disciplined Equity Fund	$2,900	$2,700
Fidelity Focused Stock Fund	$2,900	$2,700
Fidelity Value Fund	$3,800	$3,600

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Tax Fees billed by Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund	2007^A	2006^A
Fidelity Small Cap Independence Fund	$4,200	$4,000
Fidelity Stock Selector	$4,200	$4,000

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Tax Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2007^A	2006^A
PwC	$0	$0
Deloitte Entities	$0	$0

^A	Aggregate amounts may reflect rounding.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.

Fund	2007^A	2006^A
Fidelity Capital Appreciation Fund	$7,300	$6,700
Fidelity Disciplined Equity Fund	$7,200	$5,900
Fidelity Focused Stock Fund	$1,300	$1,300
Fidelity Value Fund	$14,900	$12,300

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Other Fees billed by Deloitte Entities for all other non-audit services rendered to the funds is shown in the table below.

Fund	2007^A	2006^A
Fidelity Small Cap Independence Fund	$0	$0
Fidelity Stock Selector	$0	$0

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate Other Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2007^A	2006^A
PwC	$275,000	$20,000
Deloitte Entities	$260,000	$255,000

^A	Aggregate amounts may reflect rounding.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1)

Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. 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 trust's 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. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, 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. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended October 31, 2007 and October 31, 2006 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended October 31, 2007 and October 31, 2006 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended October 31, 2007 and October 31, 2006 on behalf of each fund.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended October 31, 2007 and October 31, 2006 on behalf of each fund.

(f) Not applicable.

(g) For the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate fees billed by PwC of $2,045,000^A and $760,000^Afor non-audit services rendered on behalf of 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 Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2007^A	2006^A
Covered Services	$320,000	$60,000
Non-Covered Services	$1,725,000	$700,000

^A	Aggregate amounts may reflect rounding.

For the fiscal years ended October 31, 2007 and October 31, 2006, the aggregate fees billed by Deloitte Entities of $675,000^Aand $795,000^Afor non-audit services rendered on behalf of the fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2007^A	2006^A
Covered Services	$270,000	$265,000
Non-Covered Services	$405,000	$530,000

^A	Aggregate amounts may reflect rounding.

(h) The trust's Audit Committee has considered Non-Covered 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 audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No.1, regarding their independence from the funds and their related entities.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

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/Kimberley Monasterio
	Kimberley Monasterio
	President and Treasurer

Date:	December 27, 2007

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/Kimberley Monasterio
	Kimberley Monasterio
	President and Treasurer

Date:	December 27, 2007

By:	/s/Joseph B. Hollis
	Joseph B. Hollis
	Chief Financial Officer

Date:	December 27, 2007

Fidelity Focused Stock Fund (FTQGX) N-CSRCertified annual shareholder report (management investment company)

Capital Appreciation

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2007

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Disciplined Equity

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2007

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

To Visit Fidelity

To Write Fidelity

Focused Stock

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2007

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

Small Cap IndependenceFund

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2007

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Small Cap Independence

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2007

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions

Board Approval of Investment Advisory Contracts and Management Fees

Small Cap Independence

Contents

Small Cap Independence
Fund