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 811-4118

Fidelity Securities Fund
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	July 31

Date of reporting period:	July 31, 2012

Item 1. Reports to Stockholders

Fidelity®

Blue Chip Value

Fund

Annual Report

July 31, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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 6 months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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

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

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

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Life of fund^A
Fidelity® Blue Chip Value Fund	-3.95%	-5.64%	2.65%

^AFrom June 17, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Value Fund on June 17, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: Major U.S. equity benchmarks posted solid gains for the year ending July 31, 2012, amid an uncertain investment environment. The broad-based S&P 500® Index returned 9.13%, while the blue-chip-laden Dow Jones Industrial Average^SM and technology-heavy Nasdaq Composite® Index gained 10.12% and 7.83%, respectively. Volatility spiked during the period's first half, as equities plummeted late last summer on Europe's debt woes, political wrangling over the U.S. debt ceiling, and the sovereign credit-rating downgrade that followed. By October, a seemingly improved U.S. economy rejuvenated stocks, paving the way for major equity benchmarks to post their best first-quarter performance since 1998. However, more eurozone trouble, signs that the U.S. economy had turned sluggish and a slowdown in China caused stocks to slip in May, before a new wave of optimism took hold in June and July. Within the S&P 500®, more-defensive sectors such as telecommunication services (+30%) and consumer staples (+20%) fared best, while materials and energy significantly underperformed, returning -5%. Small- and mid-cap stocks trailed their less-volatile large-cap counterparts, with the Russell 2000® Index adding 0.19% and the Russell Midcap® Index rising 2.28%. Given turmoil and local currency weakness in Europe, foreign developed-markets stocks lost ground, with the MSCI® EAFE® Index returning -11.32%.

Comments from Michael Chren, Portfolio Manager of Fidelity® Blue Chip Value Fund: For the year, the fund returned -3.95%, significantly trailing the benchmark Russell 1000® Value Index, which gained 7.64%. By far, the biggest underperformance came from stock picking in information technology, including communications software company Comverse Technology, semiconductor maker Advanced Micro Devices and, especially, Alcatel-Lucent, a French maker of network communications equipment that struggled during the period. I sold the stock in the second quarter of 2012. Another negative was the diversified financials industry, in which both poor security selection - led by Citigroup - and an unproductive overweighting hurt. Our foreign holdings detracted overall, due in part to a stronger U.S. dollar. The story was mixed in consumer discretionary, where, despite helpful positioning among durables/apparel names, my choices within retailing and media disappointed, more than offsetting any gain. Global positioning device manufacturer Garmin was the strongest performer in this sector overall, while retailer J.C. Penney stood out on the downside. Elsewhere, other individual positives were Mexican brewer Grupo Modelo and two large pharmaceutical companies, Merck and Pfizer. Several stocks I've mentioned were not in the benchmark.

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 (February 1, 2012 to July 31, 2012).

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

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Actual	.74%	$ 1,000.00	$ 1,005.90	$ 3.69
Hypothetical (5% return per year before expenses)		$ 1,000.00	$ 1,021.18	$ 3.72

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Pfizer, Inc.	4.4	4.0
Exxon Mobil Corp.	4.3	0.0
General Electric Co.	4.0	3.1
Merck & Co., Inc.	3.5	3.5
Chevron Corp.	3.3	3.0
Citigroup, Inc.	2.7	4.4
Comverse Technology, Inc.	2.7	2.0
Aozora Bank Ltd.	2.6	2.4
Anadarko Petroleum Corp.	2.4	1.2
Wells Fargo & Co.	2.3	2.4
	32.2
Top Five Market Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	24.3	24.8
Energy	15.7	9.0
Health Care	15.2	15.8
Information Technology	9.8	11.5
Consumer Discretionary	7.8	8.9

Asset Allocation (% of fund's net assets)
As of July 31, 2012 *			As of January 31, 2012 **
	Stocks 96.6%			Stocks 94.8%
	Short-Term Investments and Net Other Assets (Liabilities) 3.4%			Short-Term Investments and Net Other Assets (Liabilities) 5.2%
* Foreign investments		9.3%	** Foreign investments		22.7%

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Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 96.6%
	Shares		Value
CONSUMER DISCRETIONARY - 7.8%
Diversified Consumer Services - 1.0%
DeVry, Inc.	127,763		$ 2,507,988
Household Durables - 1.6%
Garmin Ltd. (d)	96,656		3,731,888
Media - 2.9%
DISH Network Corp. Class A	109,256		3,360,715
Time Warner, Inc.	13,154		514,584
Washington Post Co. Class B (d)	9,073		3,071,211
			6,946,510
Multiline Retail - 2.3%
JCPenney Co., Inc. (d)	238,367		5,365,641
TOTAL CONSUMER DISCRETIONARY			18,552,027
CONSUMER STAPLES - 6.7%
Beverages - 1.3%
Grupo Modelo SAB de CV Series C	364,239		3,284,546
Food & Staples Retailing - 2.0%
CVS Caremark Corp.	45,656		2,065,934
Wal-Mart Stores, Inc.	35,581		2,648,294
			4,714,228
Food Products - 2.2%
Kraft Foods, Inc. Class A	131,101		5,206,021
Household Products - 1.2%
Procter & Gamble Co.	43,787		2,826,013
TOTAL CONSUMER STAPLES			16,030,808
ENERGY - 15.7%
Energy Equipment & Services - 1.9%
Cameron International Corp. (a)	62,559		3,144,841
Halliburton Co.	41,300		1,368,269
			4,513,110
Oil, Gas & Consumable Fuels - 13.8%
Anadarko Petroleum Corp.	80,734		5,606,169
Apache Corp.	8,600		740,632
Chevron Corp.	70,933		7,772,838
Exxon Mobil Corp.	117,975		10,246,129
Hess Corp.	14,133		666,512
Marathon Petroleum Corp.	11,227		531,037
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Occidental Petroleum Corp.	37,516		$ 3,265,017
Williams Companies, Inc.	122,583		3,896,914
			32,725,248
TOTAL ENERGY			37,238,358
FINANCIALS - 24.3%
Capital Markets - 3.7%
Ameriprise Financial, Inc.	9,600		496,512
Bank of New York Mellon Corp.	66,200		1,408,736
E*TRADE Financial Corp. (a)	568,409		4,336,961
Goldman Sachs Group, Inc.	7,847		791,762
State Street Corp.	42,070		1,698,787
			8,732,758
Commercial Banks - 9.2%
Aozora Bank Ltd.	2,658,000		6,089,898
Fifth Third Bancorp	150,600		2,081,292
KeyCorp	552,759		4,411,017
U.S. Bancorp	68,998		2,311,433
Wells Fargo & Co.	164,298		5,554,915
Zions Bancorporation	76,937		1,400,253
			21,848,808
Consumer Finance - 0.6%
Capital One Financial Corp.	26,700		1,508,283
Diversified Financial Services - 4.9%
Bank of America Corp.	198,435		1,456,513
Citigroup, Inc.	235,387		6,386,049
JPMorgan Chase & Co.	104,216		3,751,776
			11,594,338
Insurance - 4.6%
Allstate Corp.	32,000		1,097,600
Assurant, Inc.	43,186		1,563,765
Berkshire Hathaway, Inc. Class B (a)	17,821		1,511,934
MetLife, Inc.	46,755		1,438,651
RenaissanceRe Holdings Ltd.	15,852		1,172,889
The Chubb Corp.	20,416		1,484,039
XL Group PLC Class A	129,126		2,666,452
			10,935,330
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - 0.8%
Weyerhaeuser Co.	81,884		$ 1,911,991
Thrifts & Mortgage Finance - 0.5%
Radian Group, Inc. (d)	479,299		1,342,037
TOTAL FINANCIALS			57,873,545
HEALTH CARE - 15.2%
Health Care Equipment & Supplies - 0.2%
CareFusion Corp. (a)	15,305		373,595
Health Care Providers & Services - 0.8%
HCA Holdings, Inc.	73,389		1,943,341
Pharmaceuticals - 14.2%
Bristol-Myers Squibb Co.	51,741		1,841,980
Eli Lilly & Co.	59,849		2,635,151
Johnson & Johnson	78,002		5,399,298
Merck & Co., Inc.	188,195		8,312,573
Pfizer, Inc.	436,253		10,487,523
Sanofi SA sponsored ADR	129,136		5,248,087
			33,924,612
TOTAL HEALTH CARE			36,241,548
INDUSTRIALS - 6.9%
Aerospace & Defense - 1.9%
Textron, Inc.	172,321		4,488,962
Construction & Engineering - 1.0%
Jacobs Engineering Group, Inc. (a)	58,025		2,238,024
Industrial Conglomerates - 4.0%
General Electric Co.	462,031		9,587,143
TOTAL INDUSTRIALS			16,314,129
INFORMATION TECHNOLOGY - 9.8%
Communications Equipment - 0.9%
Cisco Systems, Inc.	129,000		2,057,550
Computers & Peripherals - 1.8%
Hewlett-Packard Co.	240,837		4,392,867
Electronic Equipment & Components - 1.1%
Corning, Inc.	220,999		2,521,599
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Office Electronics - 1.0%
Xerox Corp.	362,875		$ 2,514,724
Semiconductors & Semiconductor Equipment - 1.6%
Advanced Micro Devices, Inc. (a)	913,218		3,707,665
Software - 3.4%
Comverse Technology, Inc. (a)	1,170,627		6,356,505
Microsoft Corp.	34,158		1,006,636
Symantec Corp. (a)	54,301		855,241
			8,218,382
TOTAL INFORMATION TECHNOLOGY			23,412,787
MATERIALS - 1.6%
Metals & Mining - 1.6%
Newmont Mining Corp.	85,388		3,797,204
TELECOMMUNICATION SERVICES - 2.5%
Diversified Telecommunication Services - 2.2%
AT&T, Inc.	114,662		4,347,983
CenturyLink, Inc.	21,200		880,648
			5,228,631
Wireless Telecommunication Services - 0.3%
Sprint Nextel Corp. (a)	173,900		758,204
TOTAL TELECOMMUNICATION SERVICES			5,986,835
UTILITIES - 6.1%
Electric Utilities - 5.3%
Duke Energy Corp.	23,961		1,624,077
Edison International	40,416		1,866,411
Exelon Corp.	67,359		2,635,084
FirstEnergy Corp.	61,057		3,066,283
NextEra Energy, Inc.	47,565		3,372,359
			12,564,214
Multi-Utilities - 0.8%
Sempra Energy	27,900		1,964,439
TOTAL UTILITIES			14,528,653
TOTAL COMMON STOCKS (Cost $253,611,540)		229,975,894

U.S. Treasury Obligations - 0.0%
	Principal Amount	Value
U.S. Treasury Bills, yield at date of purchase 0.07% 8/23/12 (Cost $99,996)	$ 100,000	$ 99,997

Money Market Funds - 8.5%
	Shares
Fidelity Cash Central Fund, 0.17% (b)	9,955,067		9,955,067
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	10,217,787		10,217,787
TOTAL MONEY MARKET FUNDS (Cost $20,172,854)		20,172,854
TOTAL INVESTMENT PORTFOLIO - 105.1% (Cost $273,884,390)			250,248,745
NET OTHER ASSETS (LIABILITIES) - (5.1)%			(12,116,653)
NET ASSETS - 100%		$ 238,132,092

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. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

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	$ 17,310
Fidelity Securities Lending Cash Central Fund	173,140
Total	$ 190,450

Other Information

The following is a summary of the inputs used, as of July 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 18,552,027	$ 18,552,027	$ -	$ -
Consumer Staples	16,030,808	16,030,808	-	-
Energy	37,238,358	37,238,358	-	-
Financials	57,873,545	51,783,647	6,089,898	-
Health Care	36,241,548	36,241,548	-	-
Industrials	16,314,129	16,314,129	-	-
Information Technology	23,412,787	23,412,787	-	-
Materials	3,797,204	3,797,204	-	-
Telecommunication Services	5,986,835	5,986,835	-	-
Utilities	14,528,653	14,528,653	-	-
U.S. Government and Government Agency Obligations	99,997	-	99,997	-
Money Market Funds	20,172,854	20,172,854	-	-
Total Investments in Securities:	$ 250,248,745	$ 244,058,850	$ 6,189,895	$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended July 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total
Level 1 to Level 2	$ 4,465,199
Level 2 to Level 1	$ 0

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $10,015,065) - See accompanying schedule: Unaffiliated issuers (cost $253,711,536)	$ 230,075,891
Fidelity Central Funds (cost $20,172,854)	20,172,854
Total Investments (cost $273,884,390)		$ 250,248,745
Cash		826
Receivable for investments sold		1,367,274
Receivable for fund shares sold		169,801
Dividends receivable		166,001
Distributions receivable from Fidelity Central Funds		5,591
Other receivables		10,982
Total assets		251,969,220

Liabilities
Payable for investments purchased	$ 3,104,970
Payable for fund shares redeemed	345,071
Accrued management fee	50,782
Other affiliated payables	66,451
Other payables and accrued expenses	52,067
Collateral on securities loaned, at value	10,217,787
Total liabilities		13,837,128

Net Assets		$ 238,132,092
Net Assets consist of:
Paid in capital		$ 428,659,625
Undistributed net investment income		2,888,150
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(169,780,036)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(23,635,647)
Net Assets, for 23,201,318 shares outstanding		$ 238,132,092
Net Asset Value, offering price and redemption price per share ($238,132,092 ÷ 23,201,318 shares)		$ 10.26

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

Annual Report

Statement of Operations

	Year ended July 31, 2012

Investment Income
Dividends		$ 8,241,146
Interest		96
Income from Fidelity Central Funds		190,450
Total income		8,431,692

Expenses
Management fee Basic fee	$ 1,866,714
Performance adjustment	(668,963)
Transfer agent fees	995,759
Accounting and security lending fees	134,935
Custodian fees and expenses	162,060
Independent trustees' compensation	2,291
Registration fees	24,264
Audit	54,369
Legal	2,317
Interest	245
Miscellaneous	3,701
Total expenses before reductions	2,577,692
Expense reductions	(26,195)	2,551,497
Net investment income (loss)		5,880,195
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(30,416,727)
Foreign currency transactions	(72,828)
Futures contracts	435,688
Total net realized gain (loss)		(30,053,867)
Change in net unrealized appreciation (depreciation) on: Investment securities	4,530,260
Assets and liabilities in foreign currencies	1,609
Total change in net unrealized appreciation (depreciation)		4,531,869
Net gain (loss)		(25,521,998)
Net increase (decrease) in net assets resulting from operations		$ (19,641,803)

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 5,880,195	$ 5,151,642
Net realized gain (loss)	(30,053,867)	39,541,706
Change in net unrealized appreciation (depreciation)	4,531,869	(11,263,482)
Net increase (decrease) in net assets resulting from operations	(19,641,803)	33,429,866
Distributions to shareholders from net investment income	(6,210,896)	(4,255,614)
Distributions to shareholders from net realized gain	-	(151,971)
Total distributions	(6,210,896)	(4,407,585)
Share transactions Proceeds from sales of shares	50,616,788	201,830,415
Reinvestment of distributions	6,061,422	4,272,411
Cost of shares redeemed	(225,740,112)	(126,991,551)
Net increase (decrease) in net assets resulting from share transactions	(169,061,902)	79,111,275
Total increase (decrease) in net assets	(194,914,601)	108,133,556

Net Assets
Beginning of period	433,046,693	324,913,137
End of period (including undistributed net investment income of $2,888,150 and undistributed net investment income of $3,294,783, respectively)	$ 238,132,092	$ 433,046,693
Other Information Shares
Sold	5,083,409	18,133,138
Issued in reinvestment of distributions	639,450	426,327
Redeemed	(22,414,922)	(11,763,946)
Net increase (decrease)	(16,692,063)	6,795,519

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

Annual Report

Financial Highlights

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.86	$ 9.82	$ 8.95	$ 12.15	$ 15.46
Income from Investment Operations
Net investment income (loss) ^B	.18	.14	.10	.16	.21
Net realized and unrealized gain (loss)	(.62)	1.04	.90	(3.17)	(2.68)
Total from investment operations	(.44)	1.18	1.00	(3.01)	(2.47)
Distributions from net investment income	(.16)	(.14)	(.13)	(.18)	(.16)
Distributions from net realized gain	-	(.01)	-	(.01)	(.68)
Total distributions	(.16)	(.14) ^F	(.13)	(.19)	(.84)
Net asset value, end of period	$ 10.26	$ 10.86	$ 9.82	$ 8.95	$ 12.15
Total Return ^A	(3.95)%	12.14%	11.20%	(24.89)%	(16.86)%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.77%	.75%	.87%	.77%	.92%
Expenses net of fee waivers, if any	.77%	.75%	.87%	.77%	.92%
Expenses net of all reductions	.76%	.74%	.86%	.77%	.91%
Net investment income (loss)	1.76%	1.31%	1.05%	1.87%	1.46%
Supplemental Data
Net assets, end of period (000 omitted)	$ 238,132	$ 433,047	$ 324,913	$ 332,765	$ 517,730
Portfolio turnover rate ^D	102%	141%	59%	69%	61%

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

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

^C Fees and expenses of any 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 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 reductions from 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.

^F Total distributions of $.14 per share is comprised of distributions from net investment income of $.135 and distributions from net realized gain of $.005 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2012

1. Organization.

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

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

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

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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 or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs)and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and 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 rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of July 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. 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 declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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 futures transactions, foreign currency transactions, partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 13,009,931
Gross unrealized depreciation	(43,231,224)
Net unrealized appreciation (depreciation) on securities and other investments	$ (30,221,293)

Tax Cost	$ 280,470,038

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income	$ 2,888,150
Capital loss carryforward	$ (151,409,344)
Net unrealized appreciation (depreciation)	$ (30,221,295)

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration
2017	$ (76,906,749)
2018	(55,500,128)
Total with expiration	(132,406,877)
No expiration
Short-term	(15,176,947)
Long-term	(3,825,520)
Total no expiration	(19,002,467)
Total capital loss carryforward	$ (151,409,344)

The Fund intends to elect to defer to its fiscal year ending July 31, 2013 approximately $11,785,043 of capital losses recognized during the period November 1, 2011 to July 31, 2012.

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 6,210,896	$ 4,407,585

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objectives allow the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, or to exchange future cash flows at periodic intervals based on a notional principal amount. The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

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

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, involves risk of loss in excess of the initial investment, if any, collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, for futures contracts, there is the risk that the change in value of the derivative contract may not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable is included in daily

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

During the period the Fund recognized net realized gain (loss) of $435,688 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $329,105,711 and $497,954,038, 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 an annualized 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 .36% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .30% of average net assets.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each 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 $24,889 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 Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 7,009,000	.32%	$ 245

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $1,003 and is reflected in Miscellaneous expenses 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

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. The value of securities loaned to FCM at period end was $694,980. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $173,140, including $598 from securities loaned to FCM.

9. Expense Reductions.

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Blue Chip 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 Blue Chip Value Fund (a fund of Fidelity Securities Fund) at July 31, 2012, 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 Blue Chip 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 July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 10, 2012

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 228 funds advised by FMR or an affiliate. Mr. Curvey oversees 435 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 75th 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

⁺ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (54)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

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 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 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Value Fund

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

The Board meets regularly and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by 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. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have 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 the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. 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 to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, 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 supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

The Board noted that the growth of fund assets over time 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 telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with 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 over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, 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 (top of box) and the 75th percentile return (bottom 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 Blue Chip Value Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the fourth quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the past and discussed with FMR its disappointment with the continued underperformance of the fund. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted 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

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio 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 ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. 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 Blue Chip Value Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011. 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 is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of the fund's total expense ratio, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios 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 expense ratio ranked below its competitive median for 2011.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the fund's total expense ratio was 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 books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

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

The Board also reviewed Fidelity's non-fund businesses and 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 was satisfied that the profitability was not excessive in the circumstances.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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 calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity 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 benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, 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 Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection

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Fidelity®

Growth & Income

Portfolio -
Class K

Annual Report

July 31, 2012

(Fidelity Cover Art)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Past 10 years
Class K^A	10.66%	-5.05%	1.32%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008, are those of Fidelity® Growth & Income Portfolio,
the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth & Income Portfolio - Class K on July 31, 2002. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

gak1978

Annual Report

Management's Discussion of Fund Performance

Market Recap: Major U.S. equity benchmarks posted solid gains for the year ending July 31, 2012, amid an uncertain investment environment. The broad-based S&P 500® Index returned 9.13%, while the blue-chip-laden Dow Jones Industrial Average^SM and technology-heavy Nasdaq Composite® Index gained 10.12% and 7.83%, respectively. Volatility spiked during the period's first half, as equities plummeted late last summer on Europe's debt woes, political wrangling over the U.S. debt ceiling and the sovereign credit-rating downgrade that followed. By October, a seemingly improved U.S. economy rejuvenated stocks, paving the way for major equity benchmarks to post their best first-quarter performance since 1998. However, more eurozone trouble, signs that the U.S. economy had turned sluggish and a slowdown in China caused stocks to slip in May, before a new wave of optimism took hold in June and July. Within the S&P 500®, more-defensive sectors such as telecommunication services (+30%) and consumer staples (+20%) fared best, while materials and energy significantly underperformed, returning -5%. Small- and mid-cap stocks trailed their less-volatile large-cap counterparts, with the Russell 2000^® Index adding 0.19% and the Russell Midcap® Index rising 2.28%. Given turmoil and local currency weakness in Europe, foreign developed-markets stocks lost ground, with the MSCI® EAFE® Index returning -11.32%.

Comments from Matthew Fruhan, Portfolio Manager of Fidelity® Growth & Income Portfolio: For the year, the fund's Class K shares gained 10.66%, ahead of the S&P 500®. Positioning in information tech was a bright spot, especially software/services names. Investments in consumer discretionary were beneficial, especially picks in the consumer durables and apparel group. Positioning in energy and materials helped as well. Conversely, the fund was hurt by underweight positions in telecommunication services and utilities, and the health care and industrials stocks I owned did not fare well. The fund's foreign holdings weighed on performance, hampered in part by a stronger U.S. dollar. The top contributor was U.K.-based Autonomy, an enterprise software maker. The non-index stock rose sharply in August on a takeover bid from Hewlett-Packard, and I sold it after the announcement. Mortgage lender Wells Fargo was helpful, as its stock was lifted by revised earnings estimates. An overweight in MasterCard boosted performance because earnings estimates for the card-processing company increased. Conversely, my decision to not own telecom giant and index component AT&T detracted, as the stock performed well, given its high dividend yield and payout ratio. In financials, JPMorgan Chase underperformed during the period, due in part to new capital standards for financial firms.

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 (February 1, 2012 to July 31, 2012).

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

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Growth & Income	.70%
Actual		$ 1,000.00	$ 1,068.80	$ 3.60
Hypothetical^A		$ 1,000.00	$ 1,021.38	$ 3.52
Class K	.54%
Actual		$ 1,000.00	$ 1,069.80	$ 2.78
Hypothetical^A		$ 1,000.00	$ 1,022.18	$ 2.72

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.2	4.1
Wells Fargo & Co.	3.6	3.5
JPMorgan Chase & Co.	3.6	3.6
Chevron Corp.	3.5	3.5
General Electric Co.	2.5	2.2
Exxon Mobil Corp.	2.5	3.2
Procter & Gamble Co.	2.1	1.7
Comcast Corp. Class A	2.1	1.6
Merck & Co., Inc.	2.0	1.8
Microsoft Corp.	1.9	1.7
	29.0
Top Five Market Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	17.5	17.6
Financials	16.8	18.5
Industrials	12.8	13.6
Consumer Discretionary	12.7	13.7
Energy	12.4	11.6

Asset Allocation (% of fund's net assets)
As of July 31, 2012 *			As of January 31, 2012 **
	Stocks 98.4%			Stocks 98.7%
	Bonds 0.2%			Bonds 0.1%
	Convertible Securities 0.8%			Convertible Securities 1.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.6%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		11.8%	** Foreign investments		13.4%

gak1992

Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.2%
Auto Components - 0.5%
Gentex Corp.	867,302		$ 13,886
Johnson Controls, Inc.	466,265		11,493
			25,379
Automobiles - 0.3%
Bayerische Motoren Werke AG (BMW)	234,137		17,507
Distributors - 0.2%
Genuine Parts Co.	26,500		1,697
Li & Fung Ltd.	1,452,000		2,869
LKQ Corp. (a)	160,850		5,683
			10,249
Diversified Consumer Services - 0.1%
Strayer Education, Inc. (d)	95,560		6,943
Hotels, Restaurants & Leisure - 1.3%
McDonald's Corp.	668,936		59,776
Yum! Brands, Inc.	186,812		12,113
			71,889
Household Durables - 1.2%
D.R. Horton, Inc.	412,009		7,264
Ryland Group, Inc.	1,231,662		29,412
Toll Brothers, Inc. (a)	1,080,307		31,513
			68,189
Leisure Equipment & Products - 0.4%
Hasbro, Inc. (d)	686,238		24,581
Media - 5.1%
Comcast Corp. Class A	3,549,300		115,530
The Walt Disney Co.	583,023		28,650
Thomson Reuters Corp. (d)	501,000		14,208
Time Warner Cable, Inc.	194,624		16,529
Time Warner, Inc.	2,353,299		92,061
Viacom, Inc. Class B (non-vtg.)	371,218		17,340
			284,318
Multiline Retail - 1.5%
Target Corp.	1,421,881		86,237
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 1.6%
Lowe's Companies, Inc.	3,227,683		$ 81,886
Staples, Inc.	715,370		9,114
			91,000
TOTAL CONSUMER DISCRETIONARY			686,292
CONSUMER STAPLES - 11.8%
Beverages - 3.7%
Britvic PLC	259,200		1,223
Dr Pepper Snapple Group, Inc.	917,035		41,798
Molson Coors Brewing Co. Class B	67,100		2,840
PepsiCo, Inc.	1,016,780		73,950
The Coca-Cola Co.	1,110,034		89,691
			209,502
Food & Staples Retailing - 1.6%
CVS Caremark Corp.	690,304		31,236
Safeway, Inc.	408,196		6,347
Walgreen Co.	1,448,473		52,666
			90,249
Food Products - 0.5%
Kellogg Co.	624,036		29,767
Household Products - 3.9%
Colgate-Palmolive Co.	295,456		31,720
Kimberly-Clark Corp.	767,867		66,735
Procter & Gamble Co.	1,863,502		120,270
			218,725
Tobacco - 2.1%
British American Tobacco PLC sponsored ADR	693,359		73,503
Lorillard, Inc.	333,994		42,965
			116,468
TOTAL CONSUMER STAPLES			664,711
ENERGY - 12.3%
Energy Equipment & Services - 1.6%
Exterran Partners LP	372,307		8,191
Fugro NV (Certificaten Van Aandelen) unit	23,289		1,526
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Halliburton Co.	1,475,762		$ 48,892
Schlumberger Ltd.	400,855		28,565
			87,174
Oil, Gas & Consumable Fuels - 10.7%
Apache Corp.	136,471		11,753
ARC Resources Ltd. (d)	467,300		11,663
Atlas Pipeline Partners, LP	362,492		12,053
Bonavista Energy Corp. (d)	151,200		2,749
Bonavista Energy Corp. (e)	220,600		4,010
BP PLC sponsored ADR	613,463		24,477
Chevron Corp.	1,803,216		197,596
Exxon Mobil Corp.	1,611,336		139,945
Holly Energy Partners LP	30,000		1,978
Legacy Reserves LP	98,030		2,591
Markwest Energy Partners LP	189,416		9,958
Occidental Petroleum Corp.	376,100		32,732
Penn West Petroleum Ltd.	784,600		10,703
Royal Dutch Shell PLC Class A (United Kingdom)	2,111,992		71,772
Suncor Energy, Inc.	1,459,500		44,621
Williams Companies, Inc.	734,880		23,362
			601,963
TOTAL ENERGY			689,137
FINANCIALS - 16.6%
Capital Markets - 3.3%
Apollo Investment Corp.	252,430		1,939
Ashmore Group PLC	652,300		3,311
BlackRock, Inc. Class A	85,300		14,523
Charles Schwab Corp.	3,600,390		45,473
Greenhill & Co., Inc. (d)	354,300		14,073
ICAP PLC	1,233,400		6,157
KKR & Co. LP	1,839,620		25,736
Morgan Stanley	1,910,151		26,093
Northern Trust Corp.	685,951		31,142
TD Ameritrade Holding Corp.	140,000		2,229
The Blackstone Group LP	1,131,217		15,667
			186,343
Commercial Banks - 6.2%
BB&T Corp.	770,416		24,168
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
City National Corp.	157,789		$ 7,776
Comerica, Inc.	176,743		5,339
First Niagara Financial Group, Inc.	389,465		2,952
Standard Chartered PLC (United Kingdom)	203,256		4,667
SunTrust Banks, Inc.	1,466,338		34,679
U.S. Bancorp	1,986,112		66,535
Wells Fargo & Co.	5,912,286		199,894
			346,010
Diversified Financial Services - 5.7%
Citigroup, Inc.	2,118,848		57,484
CME Group, Inc.	565,345		29,460
JPMorgan Chase & Co.	5,518,380		198,662
KKR Financial Holdings LLC	3,603,418		32,863
			318,469
Insurance - 0.8%
MetLife, Inc.	765,266		23,547
MetLife, Inc. unit (a)	324,700		20,320
			43,867
Real Estate Investment Trusts - 0.5%
Digital Realty Trust, Inc.	124,900		9,751
Sun Communities, Inc.	221,301		10,310
Two Harbors Investment Corp.	678,900		7,787
			27,848
Real Estate Management & Development - 0.0%
Beazer Pre-Owned Rental Homes, Inc. (f)	144,300		2,886
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. (a)	175,288		422
Radian Group, Inc.	1,357,637		3,801
			4,223
TOTAL FINANCIALS			929,646
HEALTH CARE - 11.1%
Biotechnology - 1.0%
Amgen, Inc.	656,004		54,186
ARIAD Pharmaceuticals, Inc. (a)	145,281		2,779
			56,965
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - 0.2%
Baxter International, Inc.	153,700		$ 8,993
St. Jude Medical, Inc.	143,509		5,361
			14,354
Health Care Providers & Services - 2.1%
Aetna, Inc.	528,073		19,042
McKesson Corp.	563,764		51,150
WellPoint, Inc.	864,990		46,095
			116,287
Health Care Technology - 0.2%
Quality Systems, Inc.	705,651		11,403
Life Sciences Tools & Services - 0.2%
QIAGEN NV (a)	591,083		10,409
Pharmaceuticals - 7.4%
Abbott Laboratories	653,427		43,329
AstraZeneca PLC sponsored ADR	163,600		7,658
Cardiome Pharma Corp. (a)	935,300		299
Eli Lilly & Co.	507,427		22,342
GlaxoSmithKline PLC sponsored ADR	661,354		30,422
Johnson & Johnson	1,407,352		97,417
Merck & Co., Inc.	2,521,679		111,383
Novartis AG sponsored ADR	189,800		11,126
Pfizer, Inc.	3,009,854		72,357
Sanofi SA	145,647		11,883
Teva Pharmaceutical Industries Ltd. sponsored ADR	181,095		7,405
			415,621
TOTAL HEALTH CARE			625,039
INDUSTRIALS - 12.7%
Aerospace & Defense - 3.0%
Honeywell International, Inc.	360,657		20,936
Raytheon Co.	495,812		27,508
Rockwell Collins, Inc.	755,874		38,225
The Boeing Co.	497,668		36,783
United Technologies Corp.	599,200		44,604
			168,056
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 1.1%
C.H. Robinson Worldwide, Inc.	344,739		$ 18,219
United Parcel Service, Inc. Class B	547,528		41,399
			59,618
Building Products - 0.5%
Compagnie de St. Gobain	96,200		2,907
Owens Corning (a)	1,037,013		27,854
			30,761
Commercial Services & Supplies - 0.8%
Aggreko PLC	42,400		1,357
Healthcare Services Group, Inc.	26,048		565
Interface, Inc.	839,009		11,125
Republic Services, Inc.	1,075,076		31,102
			44,149
Electrical Equipment - 0.4%
Emerson Electric Co.	468,219		22,367
Industrial Conglomerates - 3.7%
Danaher Corp.	627,000		33,112
DCC PLC (Ireland)	125,300		3,113
General Electric Co.	6,777,032		140,623
Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)	1,290,997		28,415
Siemens AG sponsored ADR	37,713		3,194
			208,457
Machinery - 1.7%
Cummins, Inc.	32,134		3,082
Douglas Dynamics, Inc.	959,138		12,824
Illinois Tool Works, Inc.	135,986		7,389
Ingersoll-Rand PLC	766,475		32,506
Lincoln Electric Holdings, Inc.	99,834		3,981
Schindler Holding AG (participation certificate)	66,193		7,750
Stanley Black & Decker, Inc.	403,899		27,017
			94,549
Marine - 0.2%
Irish Continental Group PLC unit	121,800		2,239
Kuehne & Nagel International AG	98,220		11,197
			13,436
Professional Services - 0.7%
Amadeus Fire AG	67,931		2,878
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Bureau Veritas SA	186,295		$ 16,476
Michael Page International PLC	3,238,548		18,660
			38,014
Road & Rail - 0.1%
J.B. Hunt Transport Services, Inc.	52,784		2,904
Kansas City Southern	68,200		4,965
			7,869
Trading Companies & Distributors - 0.5%
Aircastle Ltd.	2,800		33
W.W. Grainger, Inc.	61,072		12,509
Watsco, Inc.	196,915		13,378
			25,920
TOTAL INDUSTRIALS			713,196
INFORMATION TECHNOLOGY - 17.5%
Communications Equipment - 1.3%
Cisco Systems, Inc.	2,500,308		39,880
Juniper Networks, Inc. (a)	382,678		6,708
QUALCOMM, Inc.	465,904		27,805
			74,393
Computers & Peripherals - 6.0%
Apple, Inc.	479,931		293,125
EMC Corp. (a)	1,065,500		27,927
Hewlett-Packard Co.	785,395		14,326
			335,378
Internet Software & Services - 1.7%
Google, Inc. Class A (a)	151,563		95,935
IT Services - 5.8%
Cognizant Technology Solutions Corp. Class A (a)	392,775		22,298
Fidelity National Information Services, Inc.	958,037		30,121
IBM Corp.	143,050		28,035
MasterCard, Inc. Class A	148,950		65,027
Paychex, Inc.	2,810,699		91,882
The Western Union Co.	2,099,659		36,597
Total System Services, Inc.	75,900		1,795
Visa, Inc. Class A	394,113		50,868
			326,623
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 0.2%
Analog Devices, Inc.	260,665		$ 10,187
Software - 2.5%
Microsoft Corp.	3,672,239		108,221
Oracle Corp.	729,890		22,043
Royalblue Group PLC	466,036		10,244
			140,508
TOTAL INFORMATION TECHNOLOGY			983,024
MATERIALS - 0.5%
Chemicals - 0.5%
Air Products & Chemicals, Inc.	88,397		7,110
E.I. du Pont de Nemours & Co.	184,883		9,189
Syngenta AG (Switzerland)	37,390		12,749
			29,048
Metals & Mining - 0.0%
Reliance Steel & Aluminum Co.	32,815		1,689
TOTAL MATERIALS			30,737
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.0%
Cogent Communications Group, Inc. (a)	17,630		326
Koninklijke KPN NV	1		0*
			326
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC sponsored ADR	1,463,120		42,065
TOTAL TELECOMMUNICATION SERVICES			42,391
UTILITIES - 2.4%
Electric Utilities - 1.0%
American Electric Power Co., Inc.	193,162		8,159
Duke Energy Corp.	47,200		3,199
Edison International	56,700		2,618
FirstEnergy Corp.	437,958		21,994
NextEra Energy, Inc.	157,270		11,150
PPL Corp.	368,353		10,645
			57,765
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Gas Utilities - 0.2%
National Fuel Gas Co.	157,115		$ 7,689
Multi-Utilities - 1.2%
National Grid PLC	3,278,374		34,006
PG&E Corp.	287,716		13,281
Sempra Energy	173,809		12,238
TECO Energy, Inc.	444,748		8,090
			67,615
TOTAL UTILITIES			133,069
TOTAL COMMON STOCKS (Cost $5,087,503)		5,497,242
Preferred Stocks - 1.2%

Convertible Preferred Stocks - 0.7%
HEALTH CARE - 0.5%
Health Care Equipment & Supplies - 0.5%
Alere, Inc. 3.00%	138,159		28,937
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	110,600		5,834
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 8.75%	104,300		5,662
TOTAL CONVERTIBLE PREFERRED STOCKS			40,433
Nonconvertible Preferred Stocks - 0.5%
CONSUMER DISCRETIONARY - 0.5%
Automobiles - 0.5%
Volkswagen AG	142,275		24,333
TOTAL PREFERRED STOCKS (Cost $70,721)		64,766

Corporate Bonds - 0.3%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 0.1%
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (f)	$ 5,615		$ 4,435
Nonconvertible Bonds - 0.2%
FINANCIALS - 0.2%
Thrifts & Mortgage Finance - 0.2%
Radian Group, Inc.:
5.375% 6/15/15	4,050		2,946
5.625% 2/15/13	8,060		7,879
			10,825
TOTAL CORPORATE BONDS (Cost $15,351)		15,260

Money Market Funds - 1.1%
	Shares
Fidelity Cash Central Fund, 0.17% (b)	28,150,691		28,151
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	35,402,415		35,402
TOTAL MONEY MARKET FUNDS (Cost $63,553)		63,553
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $5,237,128)			5,640,821
NET OTHER ASSETS (LIABILITIES) - (0.5)%			(26,212)
NET ASSETS - 100%		$ 5,614,609

Legend

(a) Non-income producing

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

(e) 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 $4,010,000 or 0.1% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $7,321,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Amyris, Inc. 3% 2/27/17	2/27/12	$ 5,615
Beazer Pre-Owned Rental Homes, Inc.	5/3/12	$ 2,886

* Amount represents less than $1,000

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	$ 21
Fidelity Securities Lending Cash Central Fund	553
Total	$ 574

Other Information

The following is a summary of the inputs used, as of July 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 710,625	$ 710,625	$ -	$ -
Consumer Staples	664,711	664,711	-	-
Energy	689,137	617,365	71,772	-
Financials	929,646	906,440	20,320	2,886
Health Care	653,976	642,093	11,883	-
Industrials	719,030	719,030	-	-
Information Technology	983,024	983,024	-	-
Materials	30,737	17,988	12,749	-
Telecommunication Services	42,391	42,391	-	-
Utilities	138,731	99,063	39,668	-
Corporate Bonds	15,260	-	15,260	-
Money Market Funds	63,553	63,553	-	-
Total Investments in Securities:	$ 5,640,821	$ 5,466,283	$ 171,652	$ 2,886

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	88.2%
United Kingdom	5.9%
Canada	1.7%
Germany	1.0%
Others (Individually Less Than 1%)	3.2%
	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)	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $33,450) - See accompanying schedule: Unaffiliated issuers (cost $5,173,575)	$ 5,577,268
Fidelity Central Funds (cost $63,553)	63,553
Total Investments (cost $5,237,128)		$ 5,640,821
Receivable for investments sold		29,033
Receivable for fund shares sold		3,787
Dividends receivable		7,969
Interest receivable		309
Distributions receivable from Fidelity Central Funds		46
Other receivables		667
Total assets		5,682,632

Liabilities
Payable for investments purchased	$ 22,209
Payable for fund shares redeemed	6,599
Accrued management fee	2,115
Other affiliated payables	964
Other payables and accrued expenses	734
Collateral on securities loaned, at value	35,402
Total liabilities		68,023

Net Assets		$ 5,614,609
Net Assets consist of:
Paid in capital		$ 9,963,713
Undistributed net investment income		5,432
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(4,758,226)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		403,690
Net Assets		$ 5,614,609

Growth & Income: Net Asset Value, offering price and redemption price per share ($4,862,841 ÷ 241,523 shares)		$ 20.13

Class K: Net Asset Value, offering price and redemption price per share ($751,768 ÷ 37,366 shares)		$ 20.12

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 July 31, 2012

Investment Income
Dividends		$ 136,721
Interest		2,031
Income from Fidelity Central Funds		574
Total income		139,326

Expenses
Management fee	$ 23,959
Transfer agent fees	10,806
Accounting and security lending fees	1,097
Custodian fees and expenses	236
Independent trustees' compensation	37
Registration fees	103
Audit	86
Legal	56
Interest	2
Miscellaneous	55
Total expenses before reductions	36,437
Expense reductions	(57)	36,380
Net investment income (loss)		102,946
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	104,413
Foreign currency transactions	(219)
Futures contracts	7
Total net realized gain (loss)		104,201
Change in net unrealized appreciation (depreciation) on: Investment securities	318,254
Assets and liabilities in foreign currencies	(127)
Total change in net unrealized appreciation (depreciation)		318,127
Net gain (loss)		422,328
Net increase (decrease) in net assets resulting from operations		$ 525,274

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 July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 102,946	$ 66,618
Net realized gain (loss)	104,201	1,411,621
Change in net unrealized appreciation (depreciation)	318,127	(422,767)
Net increase (decrease) in net assets resulting from operations	525,274	1,055,472
Distributions to shareholders from net investment income	(98,353)	(61,849)
Distributions to shareholders from net realized gain	(2,799)	-
Total distributions	(101,152)	(61,849)
Share transactions - net increase (decrease)	(265,023)	(1,247,529)
Total increase (decrease) in net assets	159,099	(253,906)

Net Assets
Beginning of period	5,455,510	5,709,416
End of period (including undistributed net investment income of $5,432 and undistributed net investment income of $3,860, respectively)	$ 5,614,609	$ 5,455,510

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

Annual Report

Financial Highlights - Growth & Income

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 18.58	$ 15.75	$ 14.38	$ 21.88	$ 31.92
Income from Investment Operations
Net investment income (loss) ^B	.36	.20	.10	.15	.35
Net realized and unrealized gain (loss)	1.55	2.82	1.37	(7.43)	(6.25)
Total from investment operations	1.91	3.02	1.47	(7.28)	(5.90)
Distributions from net investment income	(.35)	(.19)	(.10)	(.19)	(.33)
Distributions from net realized gain	(.01)	-	(.01)	(.03)	(3.81)
Total distributions	(.36)	(.19)	(.10) ^F	(.22)	(4.14)
Net asset value, end of period	$ 20.13	$ 18.58	$ 15.75	$ 14.38	$ 21.88
Total Return ^A	10.45%	19.16%	10.25%	(33.32)%	(20.91)%
Ratios to Average Net Assets ^C,E
Expenses before reductions	.71%	.72%	.75%	.78%	.68%
Expenses net of fee waivers, if any	.71%	.72%	.75%	.78%	.68%
Expenses net of all reductions	.71%	.71%	.74%	.78%	.67%
Net investment income (loss)	1.95%	1.09%	.63%	1.07%	1.29%
Supplemental Data
Net assets, end of period (in millions)	$ 4,863	$ 5,052	$ 5,417	$ 5,993	$ 12,552
Portfolio turnover rate ^D	62%	129%	98%	122%	52%

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

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

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

^E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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.

^F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.008 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2012	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.57	$ 15.74	$ 14.38	$ 21.88	$ 25.34
Income from Investment Operations
Net investment income (loss) ^D	.40	.23	.13	.16	.09
Net realized and unrealized gain (loss)	1.54	2.82	1.37	(7.40)	(3.45)
Total from investment operations	1.94	3.05	1.50	(7.24)	(3.36)
Distributions from net investment income	(.38)	(.22)	(.13)	(.23)	(.10)
Distributions from net realized gain	(.01)	-	(.01)	(.03)	-
Total distributions	(.39)	(.22)	(.14) ^I	(.26)	(.10)
Net asset value, end of period	$ 20.12	$ 18.57	$ 15.74	$ 14.38	$ 21.88
Total Return ^B,C	10.66%	19.40%	10.41%	(33.12)%	(13.22)%
Ratios to Average Net Assets ^E,H
Expenses before reductions	.54%	.54%	.54%	.56%	.55% ^A
Expenses net of fee waivers, if any	.54%	.54%	.54%	.56%	.55% ^A
Expenses net of all reductions	.54%	.53%	.53%	.55%	.55% ^A
Net investment income (loss)	2.13%	1.27%	.84%	1.29%	1.73% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 751,768	$ 403,452	$ 292,021	$ 349,324	$ 87
Portfolio turnover rate ^F	62%	129%	98%	122%	52%

^A Annualized

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

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

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

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

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

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

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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.

^I Total distributions of $.14 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.008 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2012

(Amounts in thousands except percentages)

1. Organization.

Fidelity Growth & Income Portfolio (the Fund) is a fund of Fidelity Securities Fund (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 Growth & Income and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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 or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2012, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a 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.

Annual Report

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, partnerships, equity-debt classifications, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 691,271
Gross unrealized depreciation	(318,187)
Net unrealized appreciation (depreciation) on securities and other investments	$ 373,084

Tax Cost	$ 5,267,737

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

Undistributed ordinary income	$ 7,158
Capital loss carryforward	$ (4,728,474)
Net unrealized appreciation (depreciation)	$ 373,080

Fiscal year of expiration
2017	$ (1,560,133)
2018	(3,168,341)
Total capital loss carryforward	$ (4,728,474)

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 101,152	$ 61,849

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Annual Report

5. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

During the period the Fund recognized net realized gain (loss) of $7 related to its investment in futures contracts. This amount is included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,260,377 and $3,529,590, respectively.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Fees and Other Transactions with Affiliates.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Growth and Income. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Growth & Income	$ 10,547	.22
Class K	259	.05
	$ 10,806

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. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,200	.37%	$ 2

Annual Report

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $15 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $553, including $3 from securities loaned to FCM.

10. Expense Reductions.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Growth & Income	$ 87,366	$ 54,597
Class K	10,987	7,252
Total	$ 98,353	$ 61,849
From net realized gain
Growth & Income	$ 2,563	$ -
Class K	236	-
Total	$ 2,799	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Growth & Income
Shares sold	21,066	10,892	$ 402,515	$ 196,623
Reinvestment of distributions	4,651	2,827	86,309	52,490
Shares redeemed	(56,062)	(85,823)	(1,053,524)	(1,509,810)
Net increase (decrease)	(30,345)	(72,104)	$ (564,700)	$ (1,260,697)
Class K
Shares sold	20,227	26,831	$ 386,187	$ 447,073
Reinvestment of distributions	596	390	11,223	7,252
Shares redeemed	(5,182)	(24,047)	(97,733)	(441,157)
Net increase (decrease)	15,641	3,174	$ 299,677	$ 13,168

13. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Growth & Income Portfolio:

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 Growth & Income Portfolio (a fund of Fidelity Securities Fund) at July 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Growth & Income Portfolio'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 July 31, 2012 by correspondence with the custodian, brokers and transfer agent, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Growth & Income Portfolio 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:

	Pay Date	Record Date	Capital Gains
Class K	09/10/2012	09/07/2012	$0.009

A total of 0.01% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Class K designates 88%, 88%, 100% and 100% of the dividends distributed in October, December, April and July, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth & Income Portfolio

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth & Income Portfolio

gak1994

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longer performance record) was in the second quartile for the one-year period, the third quartile for the three-year period, and the fourth quartile for the five-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board discussed with FMR the fact that the fund underperformed its benchmark for each period measured. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor performance of the fund in the coming year and discuss with FMR if other actions to address performance are appropriate.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Management Fee. 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. "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 14% means that 86% 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, is also included in the chart and considered by the Board.

Fidelity Growth & Income Portfolio

gak1996

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 2011.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2011.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was 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 concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

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

GAI-K-UANN-0912
1.863229.103

Fidelity®

Growth & Income

Portfolio

Annual Report

July 31, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Past 10 years
Fidelity® Growth & Income Portfolio	10.45%	-5.21%	1.23%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth & Income Portfolio, a class of the fund, on July 31, 2002. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

gai2011

Annual Report

Management's Discussion of Fund Performance

Market Recap: Major U.S. equity benchmarks posted solid gains for the year ending July 31, 2012, amid an uncertain investment environment. The broad-based S&P 500® Index returned 9.13%, while the blue-chip-laden Dow Jones Industrial Average^SM and technology-heavy Nasdaq Composite® Index gained 10.12% and 7.83%, respectively. Volatility spiked during the period's first half, as equities plummeted late last summer on Europe's debt woes, political wrangling over the U.S. debt ceiling and the sovereign credit-rating downgrade that followed. By October, a seemingly improved U.S. economy rejuvenated stocks, paving the way for major equity benchmarks to post their best first-quarter performance since 1998. However, more eurozone trouble, signs that the U.S. economy had turned sluggish and a slowdown in China caused stocks to slip in May, before a new wave of optimism took hold in June and July. Within the S&P 500®, more-defensive sectors such as telecommunication services (+30%) and consumer staples (+20%) fared best, while materials and energy significantly underperformed, returning -5%. Small- and mid-cap stocks trailed their less-volatile large-cap counterparts, with the Russell 2000® Index adding 0.19% and the Russell Midcap® Index rising 2.28%. Given turmoil and local currency weakness in Europe, foreign developed-markets stocks lost ground, with the MSCI® EAFE® Index returning -11.32%.

Comments from Matthew Fruhan, Portfolio Manager of Fidelity® Growth & Income Portfolio: For the year, the fund's Retail Class shares gained 10.45%, ahead of the S&P 500®. Positioning in information tech was a bright spot, especially software/services names. Investments in consumer discretionary were beneficial, especially picks in the consumer durables and apparel group. Positioning in energy and materials helped as well. Conversely, the fund was hurt by underweight positions in telecommunication services and utilities, and the health care and industrials stocks I owned did not fare well. The fund's foreign holdings weighed on performance, hampered in part by a stronger U.S. dollar. The top contributor was U.K.-based Autonomy, an enterprise software maker. The non-index stock rose sharply in August on a takeover bid from Hewlett-Packard, and I sold it after the announcement. Mortgage lender Wells Fargo was helpful, as its stock was lifted by revised earnings estimates. An overweight in MasterCard boosted performance because earnings estimates for the card-processing company increased. Conversely, my decision to not own telecom giant and index component AT&T detracted, as the stock performed well, given its high dividend yield and payout ratio. In financials, JPMorgan Chase underperformed during the period, due in part to new capital standards for financial firms.

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 (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Growth & Income	.70%
Actual		$ 1,000.00	$ 1,068.80	$ 3.60
Hypothetical^A		$ 1,000.00	$ 1,021.38	$ 3.52
Class K	.54%
Actual		$ 1,000.00	$ 1,069.80	$ 2.78
Hypothetical^A		$ 1,000.00	$ 1,022.18	$ 2.72

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.2	4.1
Wells Fargo & Co.	3.6	3.5
JPMorgan Chase & Co.	3.6	3.6
Chevron Corp.	3.5	3.5
General Electric Co.	2.5	2.2
Exxon Mobil Corp.	2.5	3.2
Procter & Gamble Co.	2.1	1.7
Comcast Corp. Class A	2.1	1.6
Merck & Co., Inc.	2.0	1.8
Microsoft Corp.	1.9	1.7
	29.0
Top Five Market Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	17.5	17.6
Financials	16.8	18.5
Industrials	12.8	13.6
Consumer Discretionary	12.7	13.7
Energy	12.4	11.6

Asset Allocation (% of fund's net assets)
As of July 31, 2012 *			As of January 31, 2012 **
	Stocks 98.4%			Stocks 98.7%
	Bonds 0.2%			Bonds 0.1%
	Convertible Securities 0.8%			Convertible Securities 1.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.6%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		11.8%	** Foreign investments		13.4%

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Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.2%
Auto Components - 0.5%
Gentex Corp.	867,302		$ 13,886
Johnson Controls, Inc.	466,265		11,493
			25,379
Automobiles - 0.3%
Bayerische Motoren Werke AG (BMW)	234,137		17,507
Distributors - 0.2%
Genuine Parts Co.	26,500		1,697
Li & Fung Ltd.	1,452,000		2,869
LKQ Corp. (a)	160,850		5,683
			10,249
Diversified Consumer Services - 0.1%
Strayer Education, Inc. (d)	95,560		6,943
Hotels, Restaurants & Leisure - 1.3%
McDonald's Corp.	668,936		59,776
Yum! Brands, Inc.	186,812		12,113
			71,889
Household Durables - 1.2%
D.R. Horton, Inc.	412,009		7,264
Ryland Group, Inc.	1,231,662		29,412
Toll Brothers, Inc. (a)	1,080,307		31,513
			68,189
Leisure Equipment & Products - 0.4%
Hasbro, Inc. (d)	686,238		24,581
Media - 5.1%
Comcast Corp. Class A	3,549,300		115,530
The Walt Disney Co.	583,023		28,650
Thomson Reuters Corp. (d)	501,000		14,208
Time Warner Cable, Inc.	194,624		16,529
Time Warner, Inc.	2,353,299		92,061
Viacom, Inc. Class B (non-vtg.)	371,218		17,340
			284,318
Multiline Retail - 1.5%
Target Corp.	1,421,881		86,237
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 1.6%
Lowe's Companies, Inc.	3,227,683		$ 81,886
Staples, Inc.	715,370		9,114
			91,000
TOTAL CONSUMER DISCRETIONARY			686,292
CONSUMER STAPLES - 11.8%
Beverages - 3.7%
Britvic PLC	259,200		1,223
Dr Pepper Snapple Group, Inc.	917,035		41,798
Molson Coors Brewing Co. Class B	67,100		2,840
PepsiCo, Inc.	1,016,780		73,950
The Coca-Cola Co.	1,110,034		89,691
			209,502
Food & Staples Retailing - 1.6%
CVS Caremark Corp.	690,304		31,236
Safeway, Inc.	408,196		6,347
Walgreen Co.	1,448,473		52,666
			90,249
Food Products - 0.5%
Kellogg Co.	624,036		29,767
Household Products - 3.9%
Colgate-Palmolive Co.	295,456		31,720
Kimberly-Clark Corp.	767,867		66,735
Procter & Gamble Co.	1,863,502		120,270
			218,725
Tobacco - 2.1%
British American Tobacco PLC sponsored ADR	693,359		73,503
Lorillard, Inc.	333,994		42,965
			116,468
TOTAL CONSUMER STAPLES			664,711
ENERGY - 12.3%
Energy Equipment & Services - 1.6%
Exterran Partners LP	372,307		8,191
Fugro NV (Certificaten Van Aandelen) unit	23,289		1,526
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Halliburton Co.	1,475,762		$ 48,892
Schlumberger Ltd.	400,855		28,565
			87,174
Oil, Gas & Consumable Fuels - 10.7%
Apache Corp.	136,471		11,753
ARC Resources Ltd. (d)	467,300		11,663
Atlas Pipeline Partners, LP	362,492		12,053
Bonavista Energy Corp. (d)	151,200		2,749
Bonavista Energy Corp. (e)	220,600		4,010
BP PLC sponsored ADR	613,463		24,477
Chevron Corp.	1,803,216		197,596
Exxon Mobil Corp.	1,611,336		139,945
Holly Energy Partners LP	30,000		1,978
Legacy Reserves LP	98,030		2,591
Markwest Energy Partners LP	189,416		9,958
Occidental Petroleum Corp.	376,100		32,732
Penn West Petroleum Ltd.	784,600		10,703
Royal Dutch Shell PLC Class A (United Kingdom)	2,111,992		71,772
Suncor Energy, Inc.	1,459,500		44,621
Williams Companies, Inc.	734,880		23,362
			601,963
TOTAL ENERGY			689,137
FINANCIALS - 16.6%
Capital Markets - 3.3%
Apollo Investment Corp.	252,430		1,939
Ashmore Group PLC	652,300		3,311
BlackRock, Inc. Class A	85,300		14,523
Charles Schwab Corp.	3,600,390		45,473
Greenhill & Co., Inc. (d)	354,300		14,073
ICAP PLC	1,233,400		6,157
KKR & Co. LP	1,839,620		25,736
Morgan Stanley	1,910,151		26,093
Northern Trust Corp.	685,951		31,142
TD Ameritrade Holding Corp.	140,000		2,229
The Blackstone Group LP	1,131,217		15,667
			186,343
Commercial Banks - 6.2%
BB&T Corp.	770,416		24,168
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
City National Corp.	157,789		$ 7,776
Comerica, Inc.	176,743		5,339
First Niagara Financial Group, Inc.	389,465		2,952
Standard Chartered PLC (United Kingdom)	203,256		4,667
SunTrust Banks, Inc.	1,466,338		34,679
U.S. Bancorp	1,986,112		66,535
Wells Fargo & Co.	5,912,286		199,894
			346,010
Diversified Financial Services - 5.7%
Citigroup, Inc.	2,118,848		57,484
CME Group, Inc.	565,345		29,460
JPMorgan Chase & Co.	5,518,380		198,662
KKR Financial Holdings LLC	3,603,418		32,863
			318,469
Insurance - 0.8%
MetLife, Inc.	765,266		23,547
MetLife, Inc. unit (a)	324,700		20,320
			43,867
Real Estate Investment Trusts - 0.5%
Digital Realty Trust, Inc.	124,900		9,751
Sun Communities, Inc.	221,301		10,310
Two Harbors Investment Corp.	678,900		7,787
			27,848
Real Estate Management & Development - 0.0%
Beazer Pre-Owned Rental Homes, Inc. (f)	144,300		2,886
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. (a)	175,288		422
Radian Group, Inc.	1,357,637		3,801
			4,223
TOTAL FINANCIALS			929,646
HEALTH CARE - 11.1%
Biotechnology - 1.0%
Amgen, Inc.	656,004		54,186
ARIAD Pharmaceuticals, Inc. (a)	145,281		2,779
			56,965
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - 0.2%
Baxter International, Inc.	153,700		$ 8,993
St. Jude Medical, Inc.	143,509		5,361
			14,354
Health Care Providers & Services - 2.1%
Aetna, Inc.	528,073		19,042
McKesson Corp.	563,764		51,150
WellPoint, Inc.	864,990		46,095
			116,287
Health Care Technology - 0.2%
Quality Systems, Inc.	705,651		11,403
Life Sciences Tools & Services - 0.2%
QIAGEN NV (a)	591,083		10,409
Pharmaceuticals - 7.4%
Abbott Laboratories	653,427		43,329
AstraZeneca PLC sponsored ADR	163,600		7,658
Cardiome Pharma Corp. (a)	935,300		299
Eli Lilly & Co.	507,427		22,342
GlaxoSmithKline PLC sponsored ADR	661,354		30,422
Johnson & Johnson	1,407,352		97,417
Merck & Co., Inc.	2,521,679		111,383
Novartis AG sponsored ADR	189,800		11,126
Pfizer, Inc.	3,009,854		72,357
Sanofi SA	145,647		11,883
Teva Pharmaceutical Industries Ltd. sponsored ADR	181,095		7,405
			415,621
TOTAL HEALTH CARE			625,039
INDUSTRIALS - 12.7%
Aerospace & Defense - 3.0%
Honeywell International, Inc.	360,657		20,936
Raytheon Co.	495,812		27,508
Rockwell Collins, Inc.	755,874		38,225
The Boeing Co.	497,668		36,783
United Technologies Corp.	599,200		44,604
			168,056
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 1.1%
C.H. Robinson Worldwide, Inc.	344,739		$ 18,219
United Parcel Service, Inc. Class B	547,528		41,399
			59,618
Building Products - 0.5%
Compagnie de St. Gobain	96,200		2,907
Owens Corning (a)	1,037,013		27,854
			30,761
Commercial Services & Supplies - 0.8%
Aggreko PLC	42,400		1,357
Healthcare Services Group, Inc.	26,048		565
Interface, Inc.	839,009		11,125
Republic Services, Inc.	1,075,076		31,102
			44,149
Electrical Equipment - 0.4%
Emerson Electric Co.	468,219		22,367
Industrial Conglomerates - 3.7%
Danaher Corp.	627,000		33,112
DCC PLC (Ireland)	125,300		3,113
General Electric Co.	6,777,032		140,623
Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)	1,290,997		28,415
Siemens AG sponsored ADR	37,713		3,194
			208,457
Machinery - 1.7%
Cummins, Inc.	32,134		3,082
Douglas Dynamics, Inc.	959,138		12,824
Illinois Tool Works, Inc.	135,986		7,389
Ingersoll-Rand PLC	766,475		32,506
Lincoln Electric Holdings, Inc.	99,834		3,981
Schindler Holding AG (participation certificate)	66,193		7,750
Stanley Black & Decker, Inc.	403,899		27,017
			94,549
Marine - 0.2%
Irish Continental Group PLC unit	121,800		2,239
Kuehne & Nagel International AG	98,220		11,197
			13,436
Professional Services - 0.7%
Amadeus Fire AG	67,931		2,878
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Bureau Veritas SA	186,295		$ 16,476
Michael Page International PLC	3,238,548		18,660
			38,014
Road & Rail - 0.1%
J.B. Hunt Transport Services, Inc.	52,784		2,904
Kansas City Southern	68,200		4,965
			7,869
Trading Companies & Distributors - 0.5%
Aircastle Ltd.	2,800		33
W.W. Grainger, Inc.	61,072		12,509
Watsco, Inc.	196,915		13,378
			25,920
TOTAL INDUSTRIALS			713,196
INFORMATION TECHNOLOGY - 17.5%
Communications Equipment - 1.3%
Cisco Systems, Inc.	2,500,308		39,880
Juniper Networks, Inc. (a)	382,678		6,708
QUALCOMM, Inc.	465,904		27,805
			74,393
Computers & Peripherals - 6.0%
Apple, Inc.	479,931		293,125
EMC Corp. (a)	1,065,500		27,927
Hewlett-Packard Co.	785,395		14,326
			335,378
Internet Software & Services - 1.7%
Google, Inc. Class A (a)	151,563		95,935
IT Services - 5.8%
Cognizant Technology Solutions Corp. Class A (a)	392,775		22,298
Fidelity National Information Services, Inc.	958,037		30,121
IBM Corp.	143,050		28,035
MasterCard, Inc. Class A	148,950		65,027
Paychex, Inc.	2,810,699		91,882
The Western Union Co.	2,099,659		36,597
Total System Services, Inc.	75,900		1,795
Visa, Inc. Class A	394,113		50,868
			326,623
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 0.2%
Analog Devices, Inc.	260,665		$ 10,187
Software - 2.5%
Microsoft Corp.	3,672,239		108,221
Oracle Corp.	729,890		22,043
Royalblue Group PLC	466,036		10,244
			140,508
TOTAL INFORMATION TECHNOLOGY			983,024
MATERIALS - 0.5%
Chemicals - 0.5%
Air Products & Chemicals, Inc.	88,397		7,110
E.I. du Pont de Nemours & Co.	184,883		9,189
Syngenta AG (Switzerland)	37,390		12,749
			29,048
Metals & Mining - 0.0%
Reliance Steel & Aluminum Co.	32,815		1,689
TOTAL MATERIALS			30,737
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.0%
Cogent Communications Group, Inc. (a)	17,630		326
Koninklijke KPN NV	1		0*
			326
Wireless Telecommunication Services - 0.8%
Vodafone Group PLC sponsored ADR	1,463,120		42,065
TOTAL TELECOMMUNICATION SERVICES			42,391
UTILITIES - 2.4%
Electric Utilities - 1.0%
American Electric Power Co., Inc.	193,162		8,159
Duke Energy Corp.	47,200		3,199
Edison International	56,700		2,618
FirstEnergy Corp.	437,958		21,994
NextEra Energy, Inc.	157,270		11,150
PPL Corp.	368,353		10,645
			57,765
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Gas Utilities - 0.2%
National Fuel Gas Co.	157,115		$ 7,689
Multi-Utilities - 1.2%
National Grid PLC	3,278,374		34,006
PG&E Corp.	287,716		13,281
Sempra Energy	173,809		12,238
TECO Energy, Inc.	444,748		8,090
			67,615
TOTAL UTILITIES			133,069
TOTAL COMMON STOCKS (Cost $5,087,503)		5,497,242
Preferred Stocks - 1.2%

Convertible Preferred Stocks - 0.7%
HEALTH CARE - 0.5%
Health Care Equipment & Supplies - 0.5%
Alere, Inc. 3.00%	138,159		28,937
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	110,600		5,834
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 8.75%	104,300		5,662
TOTAL CONVERTIBLE PREFERRED STOCKS			40,433
Nonconvertible Preferred Stocks - 0.5%
CONSUMER DISCRETIONARY - 0.5%
Automobiles - 0.5%
Volkswagen AG	142,275		24,333
TOTAL PREFERRED STOCKS (Cost $70,721)		64,766

Corporate Bonds - 0.3%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 0.1%
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (f)	$ 5,615		$ 4,435
Nonconvertible Bonds - 0.2%
FINANCIALS - 0.2%
Thrifts & Mortgage Finance - 0.2%
Radian Group, Inc.:
5.375% 6/15/15	4,050		2,946
5.625% 2/15/13	8,060		7,879
			10,825
TOTAL CORPORATE BONDS (Cost $15,351)		15,260

Money Market Funds - 1.1%
	Shares
Fidelity Cash Central Fund, 0.17% (b)	28,150,691		28,151
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	35,402,415		35,402
TOTAL MONEY MARKET FUNDS (Cost $63,553)		63,553
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $5,237,128)			5,640,821
NET OTHER ASSETS (LIABILITIES) - (0.5)%			(26,212)
NET ASSETS - 100%		$ 5,614,609

Legend

(a) Non-income producing

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Amyris, Inc. 3% 2/27/17	2/27/12	$ 5,615
Beazer Pre-Owned Rental Homes, Inc.	5/3/12	$ 2,886

* Amount represents less than $1,000

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	$ 21
Fidelity Securities Lending Cash Central Fund	553
Total	$ 574

Other Information

The following is a summary of the inputs used, as of July 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 710,625	$ 710,625	$ -	$ -
Consumer Staples	664,711	664,711	-	-
Energy	689,137	617,365	71,772	-
Financials	929,646	906,440	20,320	2,886
Health Care	653,976	642,093	11,883	-
Industrials	719,030	719,030	-	-
Information Technology	983,024	983,024	-	-
Materials	30,737	17,988	12,749	-
Telecommunication Services	42,391	42,391	-	-
Utilities	138,731	99,063	39,668	-
Corporate Bonds	15,260	-	15,260	-
Money Market Funds	63,553	63,553	-	-
Total Investments in Securities:	$ 5,640,821	$ 5,466,283	$ 171,652	$ 2,886

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	88.2%
United Kingdom	5.9%
Canada	1.7%
Germany	1.0%
Others (Individually Less Than 1%)	3.2%
	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)	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $33,450) - See accompanying schedule: Unaffiliated issuers (cost $5,173,575)	$ 5,577,268
Fidelity Central Funds (cost $63,553)	63,553
Total Investments (cost $5,237,128)		$ 5,640,821
Receivable for investments sold		29,033
Receivable for fund shares sold		3,787
Dividends receivable		7,969
Interest receivable		309
Distributions receivable from Fidelity Central Funds		46
Other receivables		667
Total assets		5,682,632

Liabilities
Payable for investments purchased	$ 22,209
Payable for fund shares redeemed	6,599
Accrued management fee	2,115
Other affiliated payables	964
Other payables and accrued expenses	734
Collateral on securities loaned, at value	35,402
Total liabilities		68,023

Net Assets		$ 5,614,609
Net Assets consist of:
Paid in capital		$ 9,963,713
Undistributed net investment income		5,432
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(4,758,226)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		403,690
Net Assets		$ 5,614,609

Growth & Income: Net Asset Value, offering price and redemption price per share ($4,862,841 ÷ 241,523 shares)		$ 20.13

Class K: Net Asset Value, offering price and redemption price per share ($751,768 ÷ 37,366 shares)		$ 20.12

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2012

Investment Income
Dividends		$ 136,721
Interest		2,031
Income from Fidelity Central Funds		574
Total income		139,326

Expenses
Management fee	$ 23,959
Transfer agent fees	10,806
Accounting and security lending fees	1,097
Custodian fees and expenses	236
Independent trustees' compensation	37
Registration fees	103
Audit	86
Legal	56
Interest	2
Miscellaneous	55
Total expenses before reductions	36,437
Expense reductions	(57)	36,380
Net investment income (loss)		102,946
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	104,413
Foreign currency transactions	(219)
Futures contracts	7
Total net realized gain (loss)		104,201
Change in net unrealized appreciation (depreciation) on: Investment securities	318,254
Assets and liabilities in foreign currencies	(127)
Total change in net unrealized appreciation (depreciation)		318,127
Net gain (loss)		422,328
Net increase (decrease) in net assets resulting from operations		$ 525,274

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 July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 102,946	$ 66,618
Net realized gain (loss)	104,201	1,411,621
Change in net unrealized appreciation (depreciation)	318,127	(422,767)
Net increase (decrease) in net assets resulting from operations	525,274	1,055,472
Distributions to shareholders from net investment income	(98,353)	(61,849)
Distributions to shareholders from net realized gain	(2,799)	-
Total distributions	(101,152)	(61,849)
Share transactions - net increase (decrease)	(265,023)	(1,247,529)
Total increase (decrease) in net assets	159,099	(253,906)

Net Assets
Beginning of period	5,455,510	5,709,416
End of period (including undistributed net investment income of $5,432 and undistributed net investment income of $3,860, respectively)	$ 5,614,609	$ 5,455,510

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

Annual Report

Financial Highlights - Growth & Income

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 18.58	$ 15.75	$ 14.38	$ 21.88	$ 31.92
Income from Investment Operations
Net investment income (loss) ^B	.36	.20	.10	.15	.35
Net realized and unrealized gain (loss)	1.55	2.82	1.37	(7.43)	(6.25)
Total from investment operations	1.91	3.02	1.47	(7.28)	(5.90)
Distributions from net investment income	(.35)	(.19)	(.10)	(.19)	(.33)
Distributions from net realized gain	(.01)	-	(.01)	(.03)	(3.81)
Total distributions	(.36)	(.19)	(.10) ^F	(.22)	(4.14)
Net asset value, end of period	$ 20.13	$ 18.58	$ 15.75	$ 14.38	$ 21.88
Total Return ^A	10.45%	19.16%	10.25%	(33.32)%	(20.91)%
Ratios to Average Net Assets ^C,E
Expenses before reductions	.71%	.72%	.75%	.78%	.68%
Expenses net of fee waivers, if any	.71%	.72%	.75%	.78%	.68%
Expenses net of all reductions	.71%	.71%	.74%	.78%	.67%
Net investment income (loss)	1.95%	1.09%	.63%	1.07%	1.29%
Supplemental Data
Net assets, end of period (in millions)	$ 4,863	$ 5,052	$ 5,417	$ 5,993	$ 12,552
Portfolio turnover rate ^D	62%	129%	98%	122%	52%

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

^F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.008 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2012	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 18.57	$ 15.74	$ 14.38	$ 21.88	$ 25.34
Income from Investment Operations
Net investment income (loss) ^D	.40	.23	.13	.16	.09
Net realized and unrealized gain (loss)	1.54	2.82	1.37	(7.40)	(3.45)
Total from investment operations	1.94	3.05	1.50	(7.24)	(3.36)
Distributions from net investment income	(.38)	(.22)	(.13)	(.23)	(.10)
Distributions from net realized gain	(.01)	-	(.01)	(.03)	-
Total distributions	(.39)	(.22)	(.14) ^I	(.26)	(.10)
Net asset value, end of period	$ 20.12	$ 18.57	$ 15.74	$ 14.38	$ 21.88
Total Return ^B,C	10.66%	19.40%	10.41%	(33.12)%	(13.22)%
Ratios to Average Net Assets ^E,H
Expenses before reductions	.54%	.54%	.54%	.56%	.55% ^A
Expenses net of fee waivers, if any	.54%	.54%	.54%	.56%	.55% ^A
Expenses net of all reductions	.54%	.53%	.53%	.55%	.55% ^A
Net investment income (loss)	2.13%	1.27%	.84%	1.29%	1.73% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 751,768	$ 403,452	$ 292,021	$ 349,324	$ 87
Portfolio turnover rate ^F	62%	129%	98%	122%	52%

^A Annualized

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

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

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

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

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

^I Total distributions of $.14 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.008 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2012

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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 or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2012, is included at the end of the Fund's Schedule of Investments.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 691,271
Gross unrealized depreciation	(318,187)
Net unrealized appreciation (depreciation) on securities and other investments	$ 373,084

Tax Cost	$ 5,267,737

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

Undistributed ordinary income	$ 7,158
Capital loss carryforward	$ (4,728,474)
Net unrealized appreciation (depreciation)	$ 373,080

Fiscal year of expiration
2017	$ (1,560,133)
2018	(3,168,341)
Total capital loss carryforward	$ (4,728,474)

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 101,152	$ 61,849

Annual Report

3. Significant Accounting Policies - continued

4. Operating Policies.

5. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

During the period the Fund recognized net realized gain (loss) of $7 related to its investment in futures contracts. This amount is included in the Statement of Operations.

6. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,260,377 and $3,529,590, respectively.

Annual Report

7. Fees and Other Transactions with Affiliates.

	Amount	% of Average Net Assets
Growth & Income	$ 10,547	.22
Class K	259	.05
	$ 10,806

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. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,200	.37%	$ 2

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $15 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

10. Expense Reductions.

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Growth & Income	$ 87,366	$ 54,597
Class K	10,987	7,252
Total	$ 98,353	$ 61,849
From net realized gain
Growth & Income	$ 2,563	$ -
Class K	236	-
Total	$ 2,799	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Growth & Income
Shares sold	21,066	10,892	$ 402,515	$ 196,623
Reinvestment of distributions	4,651	2,827	86,309	52,490
Shares redeemed	(56,062)	(85,823)	(1,053,524)	(1,509,810)
Net increase (decrease)	(30,345)	(72,104)	$ (564,700)	$ (1,260,697)
Class K
Shares sold	20,227	26,831	$ 386,187	$ 447,073
Reinvestment of distributions	596	390	11,223	7,252
Shares redeemed	(5,182)	(24,047)	(97,733)	(441,157)
Net increase (decrease)	15,641	3,174	$ 299,677	$ 13,168

13. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Growth & Income Portfolio:

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 Growth & Income Portfolio (a fund of Fidelity Securities Fund) at July 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Growth & Income Portfolio'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 July 31, 2012 by correspondence with the custodian, brokers and transfer agent, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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 Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

Annual Report

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Capital Gains
Growth & Income	09/10/2012	09/07/2012	$0.009

A total of 0.01% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Growth & Income designates 97%, 96%, 100% and 100% of the dividends distributed in October, December, April and July, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Growth & Income designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth & Income Portfolio

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Growth & Income Portfolio

gai2027

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. 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. "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 14% means that 86% 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, is also included in the chart and considered by the Board.

Fidelity Growth & Income Portfolio

gai2029

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 2011.

Annual Report

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2011.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research

(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

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 ®) gai2031
1-800-544-8544

Automated line for quickest service

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

GAI-UANN-0912
1.874515.104

Fidelity®

International Real Estate

Fund

Annual Report

July 31, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Life of fund ^A
Fidelity® International Real Estate Fund	-4.76%	-6.82%	3.37%

^AFrom September 8, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® International Real Estate Fund, a class of the fund, on September 8, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Index performed over the same period.

ire2048

Annual Report

Management's Discussion of Fund Performance

Market Recap: The 12-month period ending July 31, 2012, was highly volatile for overseas property stocks, which lost ground as investors endured abrupt shifts between intervals of "risk on" and "risk off." A variety of factors drove the periodic changes in sentiment, especially the ongoing sovereign debt crisis in Europe. Concern about a slowdown in the Chinese economy and questions about the prospect of additional economic stimulus from the country's policymakers also influenced the market's behavior during the period. Given the limited supply of inflation-adjusted income-generating equity or fixed-income alternatives, larger-cap real estate investment trusts (REITs) toting relatively high yields and solid business fundamentals were among the biggest beneficiaries of new investment activity. Against this backdrop, overseas property stocks, as measured by the FTSE® EPRA^SM/NAREIT® Developed ex North America Index, returned -1.89%. Hampered in part by currency movements, this result significantly lagged the 12.88% gain of the U.S. REIT market, as reflected in the Dow Jones U.S. Select Real Estate Securities Index^SM. Meanwhile, the broad international equity market, as measured by the MSCI® EAFE® Index, returned -11.32%, while the S&P 500® Index, a popular measure of the performance of U.S. stocks, rose 9.13%.

Comments from Guillermo de las Casas, Portfolio Manager of Fidelity® International Real Estate Fund: For the year, the fund's Retail Class shares returned -4.76%, lagging the FTSE® EPRA^SM/NAREIT® index but beating the MSCI® EAFE®. The fund's emphasis of attractively valued small- and mid-cap stocks hurt because these did not fare as well as certain large-cap, high-dividend-yielding investments, which I tended not to own. Also, the fund's growth-oriented stocks in Hong Kong, Singapore and Australia hurt, while below-benchmark exposure to Australia and an overweighting in poor-performing Italy also detracted. However, the fund benefited from limited exposure to the Netherlands and from favorable currency movements. In individual terms, avoiding Hong Kong-based Link Real Estate Investment Trust, an outperforming property company, hurt, as the fund was underweighted in this stock for nearly the entire period. This stock was not held at period end. Also detracting was Westfield Retail Trust, an outperforming index component that the fund didn't own, while an overweighting in Italy's Beni Stabili also detracted. On the positive side, an underweighting in Hong Kong-listed China Resources Land and an overweighting in Australian mall giant Westfield Group were significant positives.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Class A	1.44%
Actual		$ 1,000.00	$ 1,108.60	$ 7.55
Hypothetical^A		$ 1,000.00	$ 1,017.70	$ 7.22
Class T	1.70%
Actual		$ 1,000.00	$ 1,106.40	$ 8.90
Hypothetical^A		$ 1,000.00	$ 1,016.41	$ 8.52
Class B	2.19%
Actual		$ 1,000.00	$ 1,103.10	$ 11.45
Hypothetical^A		$ 1,000.00	$ 1,013.97	$ 10.97
Class C	2.19%
Actual		$ 1,000.00	$ 1,103.50	$ 11.45
Hypothetical^A		$ 1,000.00	$ 1,013.97	$ 10.97
International Real Estate	1.19%
Actual		$ 1,000.00	$ 1,109.10	$ 6.24
Hypothetical^A		$ 1,000.00	$ 1,018.95	$ 5.97
Institutional Class	1.19%
Actual		$ 1,000.00	$ 1,109.40	$ 6.24
Hypothetical^A		$ 1,000.00	$ 1,018.95	$ 5.97

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Westfield Group unit	8.2	7.8
Mitsui Fudosan Co. Ltd.	5.9	5.7
Sun Hung Kai Properties Ltd.	5.7	8.3
Sumitomo Realty & Development Co. Ltd.	4.7	4.4
Unibail-Rodamco	4.1	3.9
Mirvac Group unit	3.6	2.3
Global Logistic Properties Ltd.	2.9	2.6
Kerry Properties Ltd.	2.8	1.7
Nomura Real Estate Holdings, Inc.	2.3	1.7
Big Yellow Group PLC	2.2	2.5
	42.4
Top Five Countries as of July 31, 2012
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
Japan	19.9	16.1
Australia	16.5	16.0
United Kingdom	12.9	12.8
Hong Kong	11.6	15.0
Singapore	10.0	7.5

Percentages are adjusted for the effect of open futures contracts, if applicable.

Top Five REIT Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Management/Investment	24.2	25.7
REITs - Office Buildings	5.5	6.9
REITs - Industrial Buildings	4.6	3.1
REITs - Shopping Centers	4.4	3.3
REITs - Health Care Facilities	2.0	0.5

Asset Allocation (% of fund's net assets)
As of July 31, 2012*			As of January 31, 2012**
	Stocks 95.5%			Stocks 94.1%
	Short-Term Investments and Net Other Assets (Liabilities) 4.5%			Short-Term Investments and Net Other Assets (Liabilities) 5.9%
* Foreign investments		95.5%	** Foreign investments		94.1%

ire2058

Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.5%
	Shares		Value
Australia - 16.5%
Abacus Property Group unit	1,525,637		$ 3,182,535
ALE Property Group	1,201,339		2,638,598
Charter Hall Group unit	1,090,003		2,943,894
FKP Property Group unit (d)	2,565,000		1,010,834
Goodman Group unit	660,608		2,610,316
Mirvac Group unit	6,636,138		9,554,267
Westfield Group unit	2,091,349		21,977,989
TOTAL AUSTRALIA			43,918,433
Bailiwick of Jersey - 1.4%
Atrium European Real Estate Ltd.	838,372		3,739,307
Belgium - 1.1%
Warehouses de Pauw	57,385		2,894,867
Bermuda - 5.0%
Csi Properties Ltd.	32,517,682		1,488,617
Great Eagle Holdings Ltd.	1,247,088		3,161,663
K Wah International Holdings Ltd.	22,071		8,083
Kerry Properties Ltd.	1,601,000		7,360,136
Soundwill Holdings Ltd.	987,000		1,458,602
TOTAL BERMUDA			13,477,101
Brazil - 0.8%
Companhia Brasileira de Desenvolvimento Imobiliario Turistico SA (a)	43,700		413,926
Even Construtora e Incorporadora SA	313,300		1,001,423
Multiplan Empreendimentos Imobiliarios SA	26,400		667,601
TOTAL BRAZIL			2,082,950
Cayman Islands - 2.0%
China Resources Land Ltd.	350,000		710,408
KWG Property Holding Ltd.	2,022,000		1,121,204
SOHO China Ltd.	4,014,000		2,986,676
SouFun Holdings Ltd. ADR (d)	49,688		589,300
TOTAL CAYMAN ISLANDS			5,407,588
Chile - 0.5%
Parque Arauco SA	657,471		1,246,165
France - 6.3%
Altarea	10,800		1,594,598
Societe de la Tour Eiffel	25,127		1,347,949
Common Stocks - continued
	Shares		Value
France - continued
Societe Fonciere Lyonnaise SA	70,586		$ 2,809,566
Unibail-Rodamco	56,857		10,941,252
TOTAL FRANCE			16,693,365
Germany - 2.3%
alstria office REIT-AG	162,500		1,808,857
Deutsche EuroShop AG	49,075		1,804,512
GSW Immobilien AG	32,669		1,203,868
IVG Immobilien AG (a)	45,000		104,590
Patrizia Immobilien AG (a)	211,916		1,299,796
TOTAL GERMANY			6,221,623
Hong Kong - 11.6%
Hang Lung Properties Ltd.	1,196,500		4,258,501
Henderson Land Development Co. Ltd.	984,000		5,735,464
Hysan Development Co. Ltd.	828,500		3,504,301
Magnificent Estates Ltd.	27,344,000		1,022,575
Sun Hung Kai Properties Ltd.	1,219,226		15,242,880
Wheelock and Co. Ltd.	313,000		1,229,042
TOTAL HONG KONG			30,992,763
India - 0.5%
Phoenix Mills Ltd.	424,550		1,405,997
Italy - 1.1%
Beni Stabili SpA SIIQ	5,246,133		2,400,556
Immobiliare Grande Distribuzione SpA	434,050		411,222
TOTAL ITALY			2,811,778
Japan - 19.9%
BLife Investment Corp.	517		3,612,670
Goldcrest Co. Ltd.	199,340		3,068,862
Japan Retail Fund Investment Corp.	3,185		5,326,889
Kenedix, Inc. (a)(d)	11,063		1,452,499
Mitsui Fudosan Co. Ltd.	817,000		15,741,416
Nomura Real Estate Holdings, Inc.	332,700		6,144,085
Sumitomo Realty & Development Co. Ltd.	509,000		12,665,728
United Urban Investment Corp.	4,600		4,990,855
TOTAL JAPAN			53,003,004
Mexico - 0.6%
Corporacion Inmobiliaria Vesta SAB de CV	1,039,303		1,484,886
Common Stocks - continued
	Shares		Value
Russia - 0.3%
LSR Group OJSC GDR (Reg. S)	192,400		$ 860,028
Singapore - 10.0%
Global Logistic Properties Ltd.	4,304,000		7,782,064
Mapletree Industrial (REIT)	3,355,000		3,504,902
Parkway Life REIT	3,409,000		5,369,367
UOL Group Ltd.	1,355,000		5,640,389
Wing Tai Holdings Ltd.	3,962,181		4,489,453
TOTAL SINGAPORE			26,786,175
Sweden - 2.7%
Castellum AB	198,400		2,665,016
Hufvudstaden AB Series A	200,000		2,435,061
Wihlborgs Fastigheter AB	139,900		2,031,442
TOTAL SWEDEN			7,131,519
United Kingdom - 12.9%
Big Yellow Group PLC	1,196,400		5,852,420
British Land Co. PLC	547,589		4,588,882
Derwent London PLC	149,600		4,571,386
Hammerson PLC	795,029		5,772,478
Helical Bar PLC	1,758,827		5,432,426
Metric Property Investments PLC	1,447,700		1,929,310
Quintain Estates & Development PLC (a)	1,937,100		1,510,948
Safestore Holdings PLC	1,315,000		2,082,340
St. Modwen Properties PLC	1,011,300		2,806,453
TOTAL UNITED KINGDOM			34,546,643
TOTAL COMMON STOCKS (Cost $281,982,482)		254,704,192
Money Market Funds - 4.6%
	Shares		Value
Fidelity Cash Central Fund, 0.17% (b)	11,441,650		$ 11,441,650
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	870,644		870,644
TOTAL MONEY MARKET FUNDS (Cost $12,312,294)		12,312,294
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $294,294,776)			267,016,486
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(218,547)
NET ASSETS - 100%		$ 266,797,939

Legend

(a) Non-income producing

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

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	$ 17,037
Fidelity Securities Lending Cash Central Fund	77,977
Total	$ 95,014

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,023,998	$ 2,023,998	$ -	$ -
Financials	252,090,894	199,087,890	53,003,004	-
Information Technology	589,300	589,300	-	-
Money Market Funds	12,312,294	12,312,294	-	-
Total Investments in Securities:	$ 267,016,486	$ 214,013,482	$ 53,003,004	$ -

Transfers	Total
Level 1 to Level 2	$ 51,041,465
Level 2 to Level 1	$ -

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $814,031) - See accompanying schedule: Unaffiliated issuers (cost $281,982,482)	$ 254,704,192
Fidelity Central Funds (cost $12,312,294)	12,312,294
Total Investments (cost $294,294,776)		$ 267,016,486
Foreign currency held at value (cost $413,341)		413,469
Receivable for investments sold		644,637
Receivable for fund shares sold		343,465
Dividends receivable		569,418
Distributions receivable from Fidelity Central Funds		3,238
Other receivables		92,780
Total assets		269,083,493

Liabilities
Payable for investments purchased	$ 757,448
Payable for fund shares redeemed	252,652
Accrued management fee	153,109
Distribution and service plan fees payable	5,321
Other affiliated payables	72,468
Other payables and accrued expenses	173,912
Collateral on securities loaned, at value	870,644
Total liabilities		2,285,554

Net Assets		$ 266,797,939
Net Assets consist of:
Paid in capital		$ 611,378,296
Undistributed net investment income		4,308,924
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(321,581,509)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(27,307,772)
Net Assets		$ 266,797,939

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($7,116,550 ÷ 850,744 shares)		$ 8.37

Maximum offering price per share (100/94.25 of $8.37)		$ 8.88
Class T: Net Asset Value and redemption price per share ($2,570,309 ÷ 309,041 shares)		$ 8.32

Maximum offering price per share (100/96.50 of $8.32)		$ 8.62
Class B: Net Asset Value and offering price per share ($457,408 ÷ 55,542 shares)^A		$ 8.24

Class C: Net Asset Value and offering price per share ($3,164,071 ÷ 385,508 shares)^A		$ 8.21


International Real Estate: Net Asset Value, offering price and redemption price per share ($251,542,978 ÷ 29,803,415 shares)		$ 8.44

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,946,623 ÷ 231,246 shares)		$ 8.42

^ARedemption 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

	Year ended July 31, 2012

Investment Income
Dividends		$ 9,616,226
Interest		122
Income from Fidelity Central Funds		95,014
Income before foreign taxes withheld		9,711,362
Less foreign taxes withheld		(550,765)
Total income		9,160,597

Expenses
Management fee	$ 1,872,547
Transfer agent fees	790,564
Distribution and service plan fees	57,410
Accounting and security lending fees	137,396
Custodian fees and expenses	184,232
Independent trustees' compensation	1,771
Registration fees	80,907
Audit	77,170
Legal	1,045
Miscellaneous	4,049
Total expenses before reductions	3,207,091
Expense reductions	(182,590)	3,024,501
Net investment income (loss)		6,136,096
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(26,508,546)
Foreign currency transactions	(257,489)
Total net realized gain (loss)		(26,766,035)
Change in net unrealized appreciation (depreciation) on: Investment securities	(20,196)
Assets and liabilities in foreign currencies	(18,559)
Total change in net unrealized appreciation (depreciation)		(38,755)
Net gain (loss)		(26,804,790)
Net increase (decrease) in net assets resulting from operations		$ (20,668,694)

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 6,136,096	$ 14,085,086
Net realized gain (loss)	(26,766,035)	37,430,925
Change in net unrealized appreciation (depreciation)	(38,755)	3,876,295
Net increase (decrease) in net assets resulting from operations	(20,668,694)	55,392,306
Distributions to shareholders from net investment income	(6,740,519)	(13,892,744)
Distributions to shareholders from net realized gain	(6,329,734)	(11,440,782)
Total distributions	(13,070,253)	(25,333,526)
Share transactions - net increase (decrease)	(36,696,766)	(26,030,265)
Redemption fees	82,484	74,922
Total increase (decrease) in net assets	(70,353,229)	4,103,437

Net Assets
Beginning of period	337,151,168	333,047,731
End of period (including undistributed net investment income of $4,308,924 and undistributed net investment income of $4,912,084, respectively)	$ 266,797,939	$ 337,151,168

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.21	$ 8.46	$ 8.24	$ 10.63	$ 15.71
Income from Investment Operations
Net investment income (loss) ^C	.16	.34 ^F	.17	.18	.20
Net realized and unrealized gain (loss)	(.65)	1.04	.24	(2.57)	(3.48)
Total from investment operations	(.49)	1.38	.41	(2.39)	(3.28)
Distributions from net investment income	(.17)	(.33)	(.07)	-	(.31)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.35)	(.63) ^I	(.19)	-	(1.81)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.37	$ 9.21	$ 8.46	$ 8.24	$ 10.63
Total Return ^A,B	(4.88)%	16.76%	4.97%	(22.48)%	(23.20)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	1.44%	1.42%	1.44%	1.45%	1.38%
Expenses net of fee waivers, if any	1.44%	1.42%	1.44%	1.45%	1.38%
Expenses net of all reductions	1.37%	1.36%	1.39%	1.42%	1.35%
Net investment income (loss)	2.09%	3.67% ^F	2.02%	2.55%	1.58%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,117	$ 7,047	$ 7,250	$ 6,745	$ 9,976
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

^D Fees and expenses of any 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 large, non-recurring dividends which amounted to $.19 per share. Excluding these non-recurring dividends, the ratio of net investment income (loss) to average net assets would have been 1.64%.

^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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.

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

^I Total distributions of $.63 per share is comprised of distributions from net investment income of $.333 and distributions from net realized gain of $.294 per share.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.16	$ 8.41	$ 8.21	$ 10.62	$ 15.70
Income from Investment Operations
Net investment income (loss) ^C	.14	.31 ^F	.15	.17	.17
Net realized and unrealized gain (loss)	(.66)	1.04	.23	(2.58)	(3.48)
Total from investment operations	(.52)	1.35	.38	(2.41)	(3.31)
Distributions from net investment income	(.14)	(.31)	(.06)	-	(.28)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.32)	(.60)	(.18)	-	(1.78)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.32	$ 9.16	$ 8.41	$ 8.21	$ 10.62
Total Return ^A,B	(5.23)%	16.54%	4.68%	(22.69)%	(23.39)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	1.72%	1.69%	1.70%	1.71%	1.64%
Expenses net of fee waivers, if any	1.70%	1.69%	1.70%	1.71%	1.64%
Expenses net of all reductions	1.63%	1.63%	1.65%	1.68%	1.60%
Net investment income (loss)	1.83%	3.41% ^F	1.75%	2.29%	1.32%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,570	$ 2,496	$ 2,510	$ 2,080	$ 7,566
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.05	$ 8.32	$ 8.14	$ 10.58	$ 15.67
Income from Investment Operations
Net investment income (loss) ^C	.10	.26 ^F	.11	.13	.11
Net realized and unrealized gain (loss)	(.64)	1.03	.23	(2.57)	(3.48)
Total from investment operations	(.54)	1.29	.34	(2.44)	(3.37)
Distributions from net investment income	(.09)	(.27)	(.04)	-	(.23)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.27)	(.56)	(.16)	-	(1.73)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.24	$ 9.05	$ 8.32	$ 8.14	$ 10.58
Total Return ^A,B	(5.61)%	15.90%	4.20%	(23.06)%	(23.80)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	2.19%	2.17%	2.19%	2.19%	2.14%
Expenses net of fee waivers, if any	2.19%	2.17%	2.19%	2.19%	2.14%
Expenses net of all reductions	2.12%	2.11%	2.14%	2.17%	2.11%
Net investment income (loss)	1.34%	2.92% ^F	1.26%	1.81%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 457	$ 570	$ 629	$ 606	$ 930
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

^F Investment income per share reflects large, non-recurring dividends which amounted to $.18 per share. Excluding these non-recurring dividends, the ratio of net investment income (loss) to average net assets would have been .90%.

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.03	$ 8.30	$ 8.13	$ 10.57	$ 15.67
Income from Investment Operations
Net investment income (loss) ^C	.10	.26 ^F	.11	.13	.11
Net realized and unrealized gain (loss)	(.64)	1.04	.22	(2.57)	(3.48)
Total from investment operations	(.54)	1.30	.33	(2.44)	(3.37)
Distributions from net investment income	(.10)	(.28)	(.04)	-	(.24)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.28)	(.57)	(.16)	-	(1.74)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.21	$ 9.03	$ 8.30	$ 8.13	$ 10.57
Total Return ^A,B	(5.68)%	16.07%	4.10%	(23.08)%	(23.78)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	2.19%	2.17%	2.18%	2.19%	2.14%
Expenses net of fee waivers, if any	2.19%	2.17%	2.18%	2.19%	2.14%
Expenses net of all reductions	2.12%	2.11%	2.14%	2.17%	2.11%
Net investment income (loss)	1.34%	2.92% ^F	1.27%	1.81%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,164	$ 3,208	$ 3,201	$ 2,496	$ 3,477
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

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

Annual Report

Financial Highlights - International Real Estate

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.30	$ 8.53	$ 8.29	$ 10.68	$ 15.73
Income from Investment Operations
Net investment income (loss) ^B	.18	.36 ^E	.19	.20	.25
Net realized and unrealized gain (loss)	(.67)	1.06	.25	(2.59)	(3.50)
Total from investment operations	(.49)	1.42	.44	(2.39)	(3.25)
Distributions from net investment income	(.19)	(.35)	(.08)	-	(.31)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.37)	(.65) ^H	(.20)	-	(1.81)
Redemption fees added to paid in capital ^B	- ^G	- ^G	- ^G	- ^G	.01
Net asset value, end of period	$ 8.44	$ 9.30	$ 8.53	$ 8.29	$ 10.68
Total Return ^A	(4.76)%	17.15%	5.29%	(22.38)%	(22.97)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	1.19%	1.17%	1.19%	1.19%	1.11%
Expenses net of fee waivers, if any	1.19%	1.17%	1.19%	1.19%	1.10%
Expenses net of all reductions	1.12%	1.11%	1.14%	1.16%	1.07%
Net investment income (loss)	2.34%	3.92% ^E	2.27%	2.81%	1.86%
Supplemental Data
Net assets, end of period (000 omitted)	$ 251,543	$ 322,045	$ 318,032	$ 336,126	$ 572,985
Portfolio turnover rate ^D	138%	131%	95%	55%	63%

^A Total returns would have been lower if certain expenses had not been reduced during the applicable 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 large, non-recurring dividends which amounted to $.19 per share. Excluding these non-recurring dividends, the ratio of net investment income (loss) to average net assets would have been 1.90%.

^F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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.

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

^H Total distributions of $.65 per share is comprised of distributions from net investment income of $.354 and distributions from net realized gain of $.294 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.28	$ 8.51	$ 8.28	$ 10.66	$ 15.73
Income from Investment Operations
Net investment income (loss) ^B	.18	.36 ^E	.19	.20	.24
Net realized and unrealized gain (loss)	(.67)	1.06	.24	(2.58)	(3.49)
Total from investment operations	(.49)	1.42	.43	(2.38)	(3.25)
Distributions from net investment income	(.20)	(.35)	(.08)	-	(.33)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.37) ^H	(.65) ^I	(.20)	-	(1.83)
Redemption fees added to paid in capital ^B	- ^G	- ^G	- ^G	- ^G	.01
Net asset value, end of period	$ 8.42	$ 9.28	$ 8.51	$ 8.28	$ 10.66
Total Return ^A	(4.73)%	17.18%	5.18%	(22.33)%	(22.98)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	1.19%	1.17%	1.18%	1.19%	1.13%
Expenses net of fee waivers, if any	1.19%	1.17%	1.18%	1.19%	1.13%
Expenses net of all reductions	1.12%	1.11%	1.14%	1.17%	1.10%
Net investment income (loss)	2.34%	3.92% ^E	2.27%	2.81%	1.83%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,947	$ 1,785	$ 1,425	$ 1,600	$ 3,289
Portfolio turnover rate ^D	138%	131%	95%	55%	63%

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

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

^H Total distributions of $.37 per share is comprised of distributions from net investment income of $.195 and distributions from net realized gain of $.178 per share.

^I Total distributions of $.65 per share is comprised of distributions from net investment income of $.354 and distributions from net realized gain of $.294 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2012

1. Organization.

Fidelity International Real Estate Fund (the Fund) is a non-diversified fund of Fidelity Securities Fund (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 C, International Real Estate and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. 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 may also differ by class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Book-tax differences are primarily due to foreign currency transactions, passive foreign investments companies (PFIC), capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 8,210,797
Gross unrealized depreciation	(42,520,691)
Net unrealized appreciation (depreciation) on securities and other investments	$ (34,309,894)

Tax Cost	$ 301,326,380

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income	$ 8,146,350
Capital loss carryforward	$ (305,203,415)
Net unrealized appreciation (depreciation)	$ (34,346,659)

Fiscal year of expiration
2017	$ (153,317,175)
2018	(136,599,532)
Total with expiration	$ (289,916,707)
No expiration
Short-term	$ (13,155,668)
Long-term	(2,131,040)
Total no expiration	(15,286,708)
Total capital loss carryforward	$ (305,203,415)

The Fund intends to elect to defer to its fiscal year ending July 31, 2013 approximately $13,183,916 of capital losses recognized during the period November 1, 2011 to July 31, 2012.

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 13,070,253	$ 25,333,526

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $357,419,840 and $405,089,100, respectively.

5. Fees and Other Transactions with Affiliates.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 15,646	$ 39
Class T	.25%	.25%	10,228	-
Class B	.75%	.25%	4,466	3,349
Class C	.75%	.25%	27,070	3,373
			$ 57,410	$ 6,761

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

	Retained by FDC
Class A	$ 6,375
Class T	1,412
Class B*	1,293
Class C*	136
	$ 9,216

* 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. FIIOC receives 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 pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 18,681	.30
Class T	6,690	.33
Class B	1,338	.30
Class C	8,040	.30
International Real Estate	750,777	.30
Institutional Class	5,038	.30
	$ 790,564

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $766 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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 rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $77,977. During the period, there were no securities loaned to FCM.

Annual Report

8. 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 classes were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
Class T	1.70%	$ 378

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 $182,189 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $23.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Class A	$ 129,790	$ 287,564
Class T	38,723	96,278
Class B	5,465	19,520
Class C	34,224	109,655
International Real Estate	6,491,807	13,319,427
Institutional Class	40,510	60,300
Total	$ 6,740,519	$ 13,892,744
From net realized gain
Class A	$ 132,606	$ 250,090
Class T	47,658	89,657
Class B	10,422	21,506
Class C	62,457	114,914
International Real Estate	6,040,035	10,916,536
Institutional Class	36,556	48,079
Total	$ 6,329,734	$ 11,440,782

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class A
Shares sold	561,131	213,763	$ 4,326,130	$ 1,964,473
Reinvestment of distributions	30,139	50,966	225,090	451,020
Shares redeemed	(505,235)	(357,321)	(3,930,366)	(3,278,956)
Net increase (decrease)	86,035	(92,592)	$ 620,854	$ (863,463)
Class T
Shares sold	121,127	73,470	$ 960,744	$ 668,265
Reinvestment of distributions	11,086	20,063	82,612	176,852
Shares redeemed	(95,807)	(119,466)	(730,690)	(1,082,947)
Net increase (decrease)	36,406	(25,933)	$ 312,666	$ (237,830)
Class B
Shares sold	10,309	4,563	$ 80,691	$ 41,321
Reinvestment of distributions	2,053	4,289	15,253	37,454
Shares redeemed	(19,799)	(21,555)	(151,766)	(195,000)
Net increase (decrease)	(7,437)	(12,703)	$ (55,822)	$ (116,225)
Class C
Shares sold	126,213	111,487	$ 1,000,819	$ 1,002,010
Reinvestment of distributions	11,099	21,061	82,243	183,176
Shares redeemed	(107,140)	(162,778)	(798,655)	(1,467,063)
Net increase (decrease)	30,172	(30,230)	$ 284,407	$ (281,877)
International Real Estate
Shares sold	6,073,777	7,219,780	$ 47,017,817	$ 67,747,351
Reinvestment of distributions	1,561,125	2,559,870	11,751,117	22,802,021
Shares redeemed	(12,463,432)	(12,440,980)	(96,926,190)	(115,315,484)
Net increase (decrease)	(4,828,530)	(2,661,330)	$ (38,157,256)	$ (24,766,112)
Institutional Class
Shares sold	125,764	99,324	$ 977,184	$ 925,861
Reinvestment of distributions	8,633	10,892	64,775	96,908
Shares redeemed	(95,484)	(85,350)	(743,574)	(787,527)
Net increase (decrease)	38,913	24,866	$ 298,385	$ 235,242

Annual Report

11. Other.

At the end of the period, FMR or its affiliates were the owners of record of approximately 12% of the outstanding shares of the fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity International Real Estate 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 International Real Estate Fund (a fund of Fidelity Securities Fund) at July 31, 2012, 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 International Real Estate 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 July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Christopher S. Bartel (40)
	Year of Election or Appointment: 2009 Vice President of Fidelity's Sector and Real Estate Equity Funds. Mr. Bartel also serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Inc. (2012-present), a Director of Fidelity Management & Research (Hong Kong) (2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity International Real Estate Fund voted to pay on September 10, 2012, to shareholders of record at the opening of business on September 7, 2012, a distribution of $0.113 per share derived from capital gains realized from sales of portfolio securities, and a dividend of $0.126 per share from net investment income.

International Real Estate designates 18% and 32% of the dividends distributed in September and December, respectively 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 amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

Pay Date	Income	Taxes
09/09/11	$.321	$.0089
12/16/11	$.056	$.0030

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Real Estate 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 International Real Estate Fund

ire2060

The Board noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions to improve the fund's below-benchmark performance. The Board noted that this fund had underperformed in the past and discussed with FMR its disappointment with the continued underperformance of the fund. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Management Fee. 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. "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 31% means that 69% 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, is also included in the chart and considered by the Board.

Fidelity International Real Estate Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2011 and the total expense ratio of each of Class T, Class B, Class C and Institutional Class ranked above its competitive median for 2011. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, 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 concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisers

FIL Investment Advisers (UK) Limited

FIL Investment (Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) ire2064
1-800-544-5555

Automated line for quickest service

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

IRE-UANN-0912
1.801327.107

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor^®

International Real Estate

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

Annual Report

July 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® International
Real Estate Fund

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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 financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Fidelity Advisor® International Real Estate Fund - Class A, T, B, and C

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Life of fund^A
Class A (incl. 5.75% sales charge) ^B	-10.35%	-8.14%	2.42%
Class T (incl. 3.50% sales charge) ^C	-8.54%	-7.95%	2.54%
Class B (incl. contingent deferred sales charge)^D	-10.16%	-8.04%	2.67%
Class C (incl. contingent deferred sales charge)^E	-6.59%	-7.75%	2.66%

^AFrom September 8, 2004.

^BClass A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on April 4, 2007. Returns prior to April 4, 2007 are those of Fidelity® International Real Estate Fund, the original class of the fund, which has no 12b-1 fee. Had Class A's 12b-1 fee been reflected, returns prior to April 4, 2007, would have been lower.

^C Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on April 4, 2007. Returns prior to April 4, 2007 are those of Fidelity® International Real Estate Fund, the original class of the fund, which has no 12b-1 fee. Had Class T's 12b-1 fee been reflected, returns prior to April 4, 2007, would have been lower.

^D Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on April 4, 2007. Returns prior to April 4, 2007 are those of Fidelity International Real Estate Fund, the original class of the fund, which has no 12b-1 fee. Had Class B's 12b-1 fee been reflected, returns prior to April 4, 2007, would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

^E Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on April 4, 2007. Returns prior to April 4, 2007 are those of Fidelity International Real Estate Fund, the original class of the fund, which has no 12b-1 fee. Had Class C's 12b-1 fee been reflected, returns prior to April 4, 2007, would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Real Estate Fund - Class A on September 8, 2004, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Index performed over the same period. The initial offering of Class A took place on April 4, 2007. See the previous page for additional information regarding the performance of Class A.

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Annual Report

Management's Discussion of Fund Performance

Comments from Guillermo de las Casas, Portfolio Manager of Fidelity Advisor® International Real Estate Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned -4.88%, -5.23%, -5.61% and -5.68%, respectively (excluding sales charges), lagging the FTSE® EPRA^SM/NAREIT® index but beating the MSCI® EAFE®. The fund's emphasis of attractively valued small- and mid-cap stocks hurt because these did not fare as well as certain large-cap, high-dividend-yielding investments, which I tended not to own. Also, the fund's growth-oriented stocks in Hong Kong, Singapore and Australia hurt, while below-benchmark exposure to Australia and an overweighting in poor-performing Italy also detracted. However, the fund benefited from limited exposure to the Netherlands and from favorable currency movements. In individual terms, avoiding Hong Kong-based Link Real Estate Investment Trust, an outperforming property company, hurt, as the fund was underweighted in this stock for nearly the entire period. This stock was not held at period end. Also detracting was Westfield Retail Trust, an outperforming index component that the fund didn't own, while an overweighting in Italy's Beni Stabili also detracted. On the positive side, an underweighting in Hong Kong-listed China Resources Land and an overweighting in Australian mall giant Westfield Group were significant positives.

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 (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Class A	1.44%
Actual		$ 1,000.00	$ 1,108.60	$ 7.55
Hypothetical^A		$ 1,000.00	$ 1,017.70	$ 7.22
Class T	1.70%
Actual		$ 1,000.00	$ 1,106.40	$ 8.90
Hypothetical^A		$ 1,000.00	$ 1,016.41	$ 8.52
Class B	2.19%
Actual		$ 1,000.00	$ 1,103.10	$ 11.45
Hypothetical^A		$ 1,000.00	$ 1,013.97	$ 10.97
Class C	2.19%
Actual		$ 1,000.00	$ 1,103.50	$ 11.45
Hypothetical^A		$ 1,000.00	$ 1,013.97	$ 10.97
International Real Estate	1.19%
Actual		$ 1,000.00	$ 1,109.10	$ 6.24
Hypothetical^A		$ 1,000.00	$ 1,018.95	$ 5.97
Institutional Class	1.19%
Actual		$ 1,000.00	$ 1,109.40	$ 6.24
Hypothetical^A		$ 1,000.00	$ 1,018.95	$ 5.97

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Westfield Group unit	8.2	7.8
Mitsui Fudosan Co. Ltd.	5.9	5.7
Sun Hung Kai Properties Ltd.	5.7	8.3
Sumitomo Realty & Development Co. Ltd.	4.7	4.4
Unibail-Rodamco	4.1	3.9
Mirvac Group unit	3.6	2.3
Global Logistic Properties Ltd.	2.9	2.6
Kerry Properties Ltd.	2.8	1.7
Nomura Real Estate Holdings, Inc.	2.3	1.7
Big Yellow Group PLC	2.2	2.5
	42.4
Top Five Countries as of July 31, 2012
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
Japan	19.9	16.1
Australia	16.5	16.0
United Kingdom	12.9	12.8
Hong Kong	11.6	15.0
Singapore	10.0	7.5

Percentages are adjusted for the effect of open futures contracts, if applicable.

Top Five REIT Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Management/Investment	24.2	25.7
REITs - Office Buildings	5.5	6.9
REITs - Industrial Buildings	4.6	3.1
REITs - Shopping Centers	4.4	3.3
REITs - Health Care Facilities	2.0	0.5

Asset Allocation (% of fund's net assets)
As of July 31, 2012*			As of January 31, 2012**
	Stocks 95.5%			Stocks 94.1%
	Short-Term Investments and Net Other Assets (Liabilities) 4.5%			Short-Term Investments and Net Other Assets (Liabilities) 5.9%
* Foreign investments		95.5%	** Foreign investments		94.1%

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Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.5%
	Shares		Value
Australia - 16.5%
Abacus Property Group unit	1,525,637		$ 3,182,535
ALE Property Group	1,201,339		2,638,598
Charter Hall Group unit	1,090,003		2,943,894
FKP Property Group unit (d)	2,565,000		1,010,834
Goodman Group unit	660,608		2,610,316
Mirvac Group unit	6,636,138		9,554,267
Westfield Group unit	2,091,349		21,977,989
TOTAL AUSTRALIA			43,918,433
Bailiwick of Jersey - 1.4%
Atrium European Real Estate Ltd.	838,372		3,739,307
Belgium - 1.1%
Warehouses de Pauw	57,385		2,894,867
Bermuda - 5.0%
Csi Properties Ltd.	32,517,682		1,488,617
Great Eagle Holdings Ltd.	1,247,088		3,161,663
K Wah International Holdings Ltd.	22,071		8,083
Kerry Properties Ltd.	1,601,000		7,360,136
Soundwill Holdings Ltd.	987,000		1,458,602
TOTAL BERMUDA			13,477,101
Brazil - 0.8%
Companhia Brasileira de Desenvolvimento Imobiliario Turistico SA (a)	43,700		413,926
Even Construtora e Incorporadora SA	313,300		1,001,423
Multiplan Empreendimentos Imobiliarios SA	26,400		667,601
TOTAL BRAZIL			2,082,950
Cayman Islands - 2.0%
China Resources Land Ltd.	350,000		710,408
KWG Property Holding Ltd.	2,022,000		1,121,204
SOHO China Ltd.	4,014,000		2,986,676
SouFun Holdings Ltd. ADR (d)	49,688		589,300
TOTAL CAYMAN ISLANDS			5,407,588
Chile - 0.5%
Parque Arauco SA	657,471		1,246,165
France - 6.3%
Altarea	10,800		1,594,598
Societe de la Tour Eiffel	25,127		1,347,949
Common Stocks - continued
	Shares		Value
France - continued
Societe Fonciere Lyonnaise SA	70,586		$ 2,809,566
Unibail-Rodamco	56,857		10,941,252
TOTAL FRANCE			16,693,365
Germany - 2.3%
alstria office REIT-AG	162,500		1,808,857
Deutsche EuroShop AG	49,075		1,804,512
GSW Immobilien AG	32,669		1,203,868
IVG Immobilien AG (a)	45,000		104,590
Patrizia Immobilien AG (a)	211,916		1,299,796
TOTAL GERMANY			6,221,623
Hong Kong - 11.6%
Hang Lung Properties Ltd.	1,196,500		4,258,501
Henderson Land Development Co. Ltd.	984,000		5,735,464
Hysan Development Co. Ltd.	828,500		3,504,301
Magnificent Estates Ltd.	27,344,000		1,022,575
Sun Hung Kai Properties Ltd.	1,219,226		15,242,880
Wheelock and Co. Ltd.	313,000		1,229,042
TOTAL HONG KONG			30,992,763
India - 0.5%
Phoenix Mills Ltd.	424,550		1,405,997
Italy - 1.1%
Beni Stabili SpA SIIQ	5,246,133		2,400,556
Immobiliare Grande Distribuzione SpA	434,050		411,222
TOTAL ITALY			2,811,778
Japan - 19.9%
BLife Investment Corp.	517		3,612,670
Goldcrest Co. Ltd.	199,340		3,068,862
Japan Retail Fund Investment Corp.	3,185		5,326,889
Kenedix, Inc. (a)(d)	11,063		1,452,499
Mitsui Fudosan Co. Ltd.	817,000		15,741,416
Nomura Real Estate Holdings, Inc.	332,700		6,144,085
Sumitomo Realty & Development Co. Ltd.	509,000		12,665,728
United Urban Investment Corp.	4,600		4,990,855
TOTAL JAPAN			53,003,004
Mexico - 0.6%
Corporacion Inmobiliaria Vesta SAB de CV	1,039,303		1,484,886
Common Stocks - continued
	Shares		Value
Russia - 0.3%
LSR Group OJSC GDR (Reg. S)	192,400		$ 860,028
Singapore - 10.0%
Global Logistic Properties Ltd.	4,304,000		7,782,064
Mapletree Industrial (REIT)	3,355,000		3,504,902
Parkway Life REIT	3,409,000		5,369,367
UOL Group Ltd.	1,355,000		5,640,389
Wing Tai Holdings Ltd.	3,962,181		4,489,453
TOTAL SINGAPORE			26,786,175
Sweden - 2.7%
Castellum AB	198,400		2,665,016
Hufvudstaden AB Series A	200,000		2,435,061
Wihlborgs Fastigheter AB	139,900		2,031,442
TOTAL SWEDEN			7,131,519
United Kingdom - 12.9%
Big Yellow Group PLC	1,196,400		5,852,420
British Land Co. PLC	547,589		4,588,882
Derwent London PLC	149,600		4,571,386
Hammerson PLC	795,029		5,772,478
Helical Bar PLC	1,758,827		5,432,426
Metric Property Investments PLC	1,447,700		1,929,310
Quintain Estates & Development PLC (a)	1,937,100		1,510,948
Safestore Holdings PLC	1,315,000		2,082,340
St. Modwen Properties PLC	1,011,300		2,806,453
TOTAL UNITED KINGDOM			34,546,643
TOTAL COMMON STOCKS (Cost $281,982,482)		254,704,192
Money Market Funds - 4.6%
	Shares		Value
Fidelity Cash Central Fund, 0.17% (b)	11,441,650		$ 11,441,650
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	870,644		870,644
TOTAL MONEY MARKET FUNDS (Cost $12,312,294)		12,312,294
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $294,294,776)			267,016,486
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(218,547)
NET ASSETS - 100%		$ 266,797,939

Legend

(a) Non-income producing

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

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	$ 17,037
Fidelity Securities Lending Cash Central Fund	77,977
Total	$ 95,014

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,023,998	$ 2,023,998	$ -	$ -
Financials	252,090,894	199,087,890	53,003,004	-
Information Technology	589,300	589,300	-	-
Money Market Funds	12,312,294	12,312,294	-	-
Total Investments in Securities:	$ 267,016,486	$ 214,013,482	$ 53,003,004	$ -

Transfers	Total
Level 1 to Level 2	$ 51,041,465
Level 2 to Level 1	$ -

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $814,031) - See accompanying schedule: Unaffiliated issuers (cost $281,982,482)	$ 254,704,192
Fidelity Central Funds (cost $12,312,294)	12,312,294
Total Investments (cost $294,294,776)		$ 267,016,486
Foreign currency held at value (cost $413,341)		413,469
Receivable for investments sold		644,637
Receivable for fund shares sold		343,465
Dividends receivable		569,418
Distributions receivable from Fidelity Central Funds		3,238
Other receivables		92,780
Total assets		269,083,493

Liabilities
Payable for investments purchased	$ 757,448
Payable for fund shares redeemed	252,652
Accrued management fee	153,109
Distribution and service plan fees payable	5,321
Other affiliated payables	72,468
Other payables and accrued expenses	173,912
Collateral on securities loaned, at value	870,644
Total liabilities		2,285,554

Net Assets		$ 266,797,939
Net Assets consist of:
Paid in capital		$ 611,378,296
Undistributed net investment income		4,308,924
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(321,581,509)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(27,307,772)
Net Assets		$ 266,797,939

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($7,116,550 ÷ 850,744 shares)		$ 8.37

Maximum offering price per share (100/94.25 of $8.37)		$ 8.88
Class T: Net Asset Value and redemption price per share ($2,570,309 ÷ 309,041 shares)		$ 8.32

Maximum offering price per share (100/96.50 of $8.32)		$ 8.62
Class B: Net Asset Value and offering price per share ($457,408 ÷ 55,542 shares)^A		$ 8.24

Class C: Net Asset Value and offering price per share ($3,164,071 ÷ 385,508 shares)^A		$ 8.21


International Real Estate: Net Asset Value, offering price and redemption price per share ($251,542,978 ÷ 29,803,415 shares)		$ 8.44

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,946,623 ÷ 231,246 shares)		$ 8.42

^ARedemption 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

	Year ended July 31, 2012

Investment Income
Dividends		$ 9,616,226
Interest		122
Income from Fidelity Central Funds		95,014
Income before foreign taxes withheld		9,711,362
Less foreign taxes withheld		(550,765)
Total income		9,160,597

Expenses
Management fee	$ 1,872,547
Transfer agent fees	790,564
Distribution and service plan fees	57,410
Accounting and security lending fees	137,396
Custodian fees and expenses	184,232
Independent trustees' compensation	1,771
Registration fees	80,907
Audit	77,170
Legal	1,045
Miscellaneous	4,049
Total expenses before reductions	3,207,091
Expense reductions	(182,590)	3,024,501
Net investment income (loss)		6,136,096
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(26,508,546)
Foreign currency transactions	(257,489)
Total net realized gain (loss)		(26,766,035)
Change in net unrealized appreciation (depreciation) on: Investment securities	(20,196)
Assets and liabilities in foreign currencies	(18,559)
Total change in net unrealized appreciation (depreciation)		(38,755)
Net gain (loss)		(26,804,790)
Net increase (decrease) in net assets resulting from operations		$ (20,668,694)

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 6,136,096	$ 14,085,086
Net realized gain (loss)	(26,766,035)	37,430,925
Change in net unrealized appreciation (depreciation)	(38,755)	3,876,295
Net increase (decrease) in net assets resulting from operations	(20,668,694)	55,392,306
Distributions to shareholders from net investment income	(6,740,519)	(13,892,744)
Distributions to shareholders from net realized gain	(6,329,734)	(11,440,782)
Total distributions	(13,070,253)	(25,333,526)
Share transactions - net increase (decrease)	(36,696,766)	(26,030,265)
Redemption fees	82,484	74,922
Total increase (decrease) in net assets	(70,353,229)	4,103,437

Net Assets
Beginning of period	337,151,168	333,047,731
End of period (including undistributed net investment income of $4,308,924 and undistributed net investment income of $4,912,084, respectively)	$ 266,797,939	$ 337,151,168

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.21	$ 8.46	$ 8.24	$ 10.63	$ 15.71
Income from Investment Operations
Net investment income (loss) ^C	.16	.34 ^F	.17	.18	.20
Net realized and unrealized gain (loss)	(.65)	1.04	.24	(2.57)	(3.48)
Total from investment operations	(.49)	1.38	.41	(2.39)	(3.28)
Distributions from net investment income	(.17)	(.33)	(.07)	-	(.31)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.35)	(.63) ^I	(.19)	-	(1.81)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.37	$ 9.21	$ 8.46	$ 8.24	$ 10.63
Total Return ^A,B	(4.88)%	16.76%	4.97%	(22.48)%	(23.20)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	1.44%	1.42%	1.44%	1.45%	1.38%
Expenses net of fee waivers, if any	1.44%	1.42%	1.44%	1.45%	1.38%
Expenses net of all reductions	1.37%	1.36%	1.39%	1.42%	1.35%
Net investment income (loss)	2.09%	3.67% ^F	2.02%	2.55%	1.58%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,117	$ 7,047	$ 7,250	$ 6,745	$ 9,976
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

^I Total distributions of $.63 per share is comprised of distributions from net investment income of $.333 and distributions from net realized gain of $.294 per share.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.16	$ 8.41	$ 8.21	$ 10.62	$ 15.70
Income from Investment Operations
Net investment income (loss) ^C	.14	.31 ^F	.15	.17	.17
Net realized and unrealized gain (loss)	(.66)	1.04	.23	(2.58)	(3.48)
Total from investment operations	(.52)	1.35	.38	(2.41)	(3.31)
Distributions from net investment income	(.14)	(.31)	(.06)	-	(.28)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.32)	(.60)	(.18)	-	(1.78)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.32	$ 9.16	$ 8.41	$ 8.21	$ 10.62
Total Return ^A,B	(5.23)%	16.54%	4.68%	(22.69)%	(23.39)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	1.72%	1.69%	1.70%	1.71%	1.64%
Expenses net of fee waivers, if any	1.70%	1.69%	1.70%	1.71%	1.64%
Expenses net of all reductions	1.63%	1.63%	1.65%	1.68%	1.60%
Net investment income (loss)	1.83%	3.41% ^F	1.75%	2.29%	1.32%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,570	$ 2,496	$ 2,510	$ 2,080	$ 7,566
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.05	$ 8.32	$ 8.14	$ 10.58	$ 15.67
Income from Investment Operations
Net investment income (loss) ^C	.10	.26 ^F	.11	.13	.11
Net realized and unrealized gain (loss)	(.64)	1.03	.23	(2.57)	(3.48)
Total from investment operations	(.54)	1.29	.34	(2.44)	(3.37)
Distributions from net investment income	(.09)	(.27)	(.04)	-	(.23)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.27)	(.56)	(.16)	-	(1.73)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.24	$ 9.05	$ 8.32	$ 8.14	$ 10.58
Total Return ^A,B	(5.61)%	15.90%	4.20%	(23.06)%	(23.80)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	2.19%	2.17%	2.19%	2.19%	2.14%
Expenses net of fee waivers, if any	2.19%	2.17%	2.19%	2.19%	2.14%
Expenses net of all reductions	2.12%	2.11%	2.14%	2.17%	2.11%
Net investment income (loss)	1.34%	2.92% ^F	1.26%	1.81%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 457	$ 570	$ 629	$ 606	$ 930
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.03	$ 8.30	$ 8.13	$ 10.57	$ 15.67
Income from Investment Operations
Net investment income (loss) ^C	.10	.26 ^F	.11	.13	.11
Net realized and unrealized gain (loss)	(.64)	1.04	.22	(2.57)	(3.48)
Total from investment operations	(.54)	1.30	.33	(2.44)	(3.37)
Distributions from net investment income	(.10)	(.28)	(.04)	-	(.24)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.28)	(.57)	(.16)	-	(1.74)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.21	$ 9.03	$ 8.30	$ 8.13	$ 10.57
Total Return ^A,B	(5.68)%	16.07%	4.10%	(23.08)%	(23.78)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	2.19%	2.17%	2.18%	2.19%	2.14%
Expenses net of fee waivers, if any	2.19%	2.17%	2.18%	2.19%	2.14%
Expenses net of all reductions	2.12%	2.11%	2.14%	2.17%	2.11%
Net investment income (loss)	1.34%	2.92% ^F	1.27%	1.81%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,164	$ 3,208	$ 3,201	$ 2,496	$ 3,477
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

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

Annual Report

Financial Highlights - International Real Estate

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.30	$ 8.53	$ 8.29	$ 10.68	$ 15.73
Income from Investment Operations
Net investment income (loss) ^B	.18	.36 ^E	.19	.20	.25
Net realized and unrealized gain (loss)	(.67)	1.06	.25	(2.59)	(3.50)
Total from investment operations	(.49)	1.42	.44	(2.39)	(3.25)
Distributions from net investment income	(.19)	(.35)	(.08)	-	(.31)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.37)	(.65) ^H	(.20)	-	(1.81)
Redemption fees added to paid in capital ^B	- ^G	- ^G	- ^G	- ^G	.01
Net asset value, end of period	$ 8.44	$ 9.30	$ 8.53	$ 8.29	$ 10.68
Total Return ^A	(4.76)%	17.15%	5.29%	(22.38)%	(22.97)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	1.19%	1.17%	1.19%	1.19%	1.11%
Expenses net of fee waivers, if any	1.19%	1.17%	1.19%	1.19%	1.10%
Expenses net of all reductions	1.12%	1.11%	1.14%	1.16%	1.07%
Net investment income (loss)	2.34%	3.92% ^E	2.27%	2.81%	1.86%
Supplemental Data
Net assets, end of period (000 omitted)	$ 251,543	$ 322,045	$ 318,032	$ 336,126	$ 572,985
Portfolio turnover rate ^D	138%	131%	95%	55%	63%

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

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

^H Total distributions of $.65 per share is comprised of distributions from net investment income of $.354 and distributions from net realized gain of $.294 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.28	$ 8.51	$ 8.28	$ 10.66	$ 15.73
Income from Investment Operations
Net investment income (loss) ^B	.18	.36 ^E	.19	.20	.24
Net realized and unrealized gain (loss)	(.67)	1.06	.24	(2.58)	(3.49)
Total from investment operations	(.49)	1.42	.43	(2.38)	(3.25)
Distributions from net investment income	(.20)	(.35)	(.08)	-	(.33)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.37) ^H	(.65) ^I	(.20)	-	(1.83)
Redemption fees added to paid in capital ^B	- ^G	- ^G	- ^G	- ^G	.01
Net asset value, end of period	$ 8.42	$ 9.28	$ 8.51	$ 8.28	$ 10.66
Total Return ^A	(4.73)%	17.18%	5.18%	(22.33)%	(22.98)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	1.19%	1.17%	1.18%	1.19%	1.13%
Expenses net of fee waivers, if any	1.19%	1.17%	1.18%	1.19%	1.13%
Expenses net of all reductions	1.12%	1.11%	1.14%	1.17%	1.10%
Net investment income (loss)	2.34%	3.92% ^E	2.27%	2.81%	1.83%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,947	$ 1,785	$ 1,425	$ 1,600	$ 3,289
Portfolio turnover rate ^D	138%	131%	95%	55%	63%

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

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

^H Total distributions of $.37 per share is comprised of distributions from net investment income of $.195 and distributions from net realized gain of $.178 per share.

^I Total distributions of $.65 per share is comprised of distributions from net investment income of $.354 and distributions from net realized gain of $.294 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2012

1. Organization.

2. Investments in Fidelity Central Funds.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 8,210,797
Gross unrealized depreciation	(42,520,691)
Net unrealized appreciation (depreciation) on securities and other investments	$ (34,309,894)

Tax Cost	$ 301,326,380

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income	$ 8,146,350
Capital loss carryforward	$ (305,203,415)
Net unrealized appreciation (depreciation)	$ (34,346,659)

Fiscal year of expiration
2017	$ (153,317,175)
2018	(136,599,532)
Total with expiration	$ (289,916,707)
No expiration
Short-term	$ (13,155,668)
Long-term	(2,131,040)
Total no expiration	(15,286,708)
Total capital loss carryforward	$ (305,203,415)

The Fund intends to elect to defer to its fiscal year ending July 31, 2013 approximately $13,183,916 of capital losses recognized during the period November 1, 2011 to July 31, 2012.

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 13,070,253	$ 25,333,526

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $357,419,840 and $405,089,100, respectively.

5. Fees and Other Transactions with Affiliates.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 15,646	$ 39
Class T	.25%	.25%	10,228	-
Class B	.75%	.25%	4,466	3,349
Class C	.75%	.25%	27,070	3,373
			$ 57,410	$ 6,761

Annual Report

5. Fees and Other Transactions with Affiliates - continued

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

	Retained by FDC
Class A	$ 6,375
Class T	1,412
Class B*	1,293
Class C*	136
	$ 9,216

* 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. FIIOC receives 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 pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 18,681	.30
Class T	6,690	.33
Class B	1,338	.30
Class C	8,040	.30
International Real Estate	750,777	.30
Institutional Class	5,038	.30
	$ 790,564

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $766 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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 rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $77,977. During the period, there were no securities loaned to FCM.

Annual Report

8. Expense Reductions.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
Class T	1.70%	$ 378

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Class A	$ 129,790	$ 287,564
Class T	38,723	96,278
Class B	5,465	19,520
Class C	34,224	109,655
International Real Estate	6,491,807	13,319,427
Institutional Class	40,510	60,300
Total	$ 6,740,519	$ 13,892,744
From net realized gain
Class A	$ 132,606	$ 250,090
Class T	47,658	89,657
Class B	10,422	21,506
Class C	62,457	114,914
International Real Estate	6,040,035	10,916,536
Institutional Class	36,556	48,079
Total	$ 6,329,734	$ 11,440,782

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class A
Shares sold	561,131	213,763	$ 4,326,130	$ 1,964,473
Reinvestment of distributions	30,139	50,966	225,090	451,020
Shares redeemed	(505,235)	(357,321)	(3,930,366)	(3,278,956)
Net increase (decrease)	86,035	(92,592)	$ 620,854	$ (863,463)
Class T
Shares sold	121,127	73,470	$ 960,744	$ 668,265
Reinvestment of distributions	11,086	20,063	82,612	176,852
Shares redeemed	(95,807)	(119,466)	(730,690)	(1,082,947)
Net increase (decrease)	36,406	(25,933)	$ 312,666	$ (237,830)
Class B
Shares sold	10,309	4,563	$ 80,691	$ 41,321
Reinvestment of distributions	2,053	4,289	15,253	37,454
Shares redeemed	(19,799)	(21,555)	(151,766)	(195,000)
Net increase (decrease)	(7,437)	(12,703)	$ (55,822)	$ (116,225)
Class C
Shares sold	126,213	111,487	$ 1,000,819	$ 1,002,010
Reinvestment of distributions	11,099	21,061	82,243	183,176
Shares redeemed	(107,140)	(162,778)	(798,655)	(1,467,063)
Net increase (decrease)	30,172	(30,230)	$ 284,407	$ (281,877)
International Real Estate
Shares sold	6,073,777	7,219,780	$ 47,017,817	$ 67,747,351
Reinvestment of distributions	1,561,125	2,559,870	11,751,117	22,802,021
Shares redeemed	(12,463,432)	(12,440,980)	(96,926,190)	(115,315,484)
Net increase (decrease)	(4,828,530)	(2,661,330)	$ (38,157,256)	$ (24,766,112)
Institutional Class
Shares sold	125,764	99,324	$ 977,184	$ 925,861
Reinvestment of distributions	8,633	10,892	64,775	96,908
Shares redeemed	(95,484)	(85,350)	(743,574)	(787,527)
Net increase (decrease)	38,913	24,866	$ 298,385	$ 235,242

Annual Report

11. Other.

At the end of the period, FMR or its affiliates were the owners of record of approximately 12% of the outstanding shares of the fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity International Real Estate 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 International Real Estate Fund (a fund of Fidelity Securities Fund) at July 31, 2012, 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 International Real Estate 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 July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010- present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Christopher S. Bartel (40)
	Year of Election or Appointment: 2009 Vice President of Fidelity's Sector and Real Estate Equity Funds. Mr. Bartel also serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Inc. (2012-present), a Director of Fidelity Management & Research (Hong Kong) (2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor International Real Estate 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	Dividends	Capital Gains
Class A	09/10/12	09/07/12	$0.115	$0.113

Class T	09/10/12	09/07/12	$0.108	$0.113

Class B	09/10/12	09/07/12	$0.078	$0.113

Class C	09/10/12	09/07/12	$0.089	$0.113

Class A designates 19% and 37%; Class T designates 20% and 40%; Class B designates 23% and 78%; and Class C designates 23% and 75%; of the dividends distributed in September and December respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

	Pay Date	Income	Taxes
Class A	09/09/11	$.305	$.0089
	12/16/11	$.049	$.0030
Class T	09/09/11	$.290	$.0089
	12/16/11	$.040	$.0030
Class B	09/09/11	$.257	$.0089
	12/16/11	$.023	$.0030
Class C	09/09/11	$.260	$.0089
	12/16/11	$.024	$.0030

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Real Estate 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 International Real Estate Fund

air237

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Management Fee. 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. "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 31% means that 69% 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, is also included in the chart and considered by the Board.

Fidelity International Real Estate Fund

air239

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 2011.

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investments (Japan) Limited

FIL Investment Advisers

FIL Investment Advisers (UK) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

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

AIRE-UANN-0912
1.843178.105

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Real Estate

Fund - Institutional Class

Annual Report

July 31, 2012

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity®
International Real Estate Fund

Performance	4	How the fund has done over time.
Management's Discussion of Fund Performance	5	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	6	An example of shareholder expenses.
Investment Changes	8	A summary of major shifts in the fund's investments over the past six months.
Investments	9	A complete list of the fund's investments with their market values.
Financial Statements	14	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	24	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	35
Trustees and Officers	36
Distributions	48
Board Approval of Investment Advisory Contracts and Management Fees	49

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Life of fund^A
Institutional Class^B	-4.73%	-6.82%	3.37%

^AFrom September 8, 2004.

^BThe initial offering of Institutional Class shares took place on April 4, 2007. Returns prior to April 4, 2007 are those of Fidelity® International Real Estate Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Real Estate Fund - Institutional Class on September 8, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Index performed over the same period. The initial offering of Institutional Class took place on April 4, 2007. See above for additional information regarding the performance of Institutional Class.

bma113778

Annual Report

Management's Discussion of Fund Performance

Comments from Guillermo de las Casas, Portfolio Manager of Fidelity Advisor® International Real Estate Fund: For the year ending, the fund's Institutional Class shares returned -4.73%, lagging the FTSE® EPRA^SM/NAREIT® index but beating the MSCI® EAFE®. The fund's emphasis of attractively valued small- and mid-cap stocks hurt because these did not fare as well as certain large-cap, high-dividend-yielding investments, which I tended not to own. Also, the fund's growth-oriented stocks underperformed in Hong Kong, Singapore and Australia hurt, while below-benchmark exposure to Australia and an overweighting in poor-performing Italy also detracted. However, the fund benefited from limited exposure to the Netherlands and from favorable currency movements. In individual terms, avoiding Hong Kong-based Link Real Estate Investment Trust, an outperforming property company, hurt, as the fund was underweighted in this stock for nearly the entire period. This stock was not held at period end. Also detracting was Westfield Retail Trust, an outperforming index component that the fund didn't own, while an overweighting in Italy's Beni Stabili also detracted. On the positive side, an underweighting in Hong Kong-listed China Resources Land and an overweighting in Australian mall giant Westfield Group were significant positives.

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 (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Class A	1.44%
Actual		$ 1,000.00	$ 1,108.60	$ 7.55
Hypothetical^A		$ 1,000.00	$ 1,017.70	$ 7.22
Class T	1.70%
Actual		$ 1,000.00	$ 1,106.40	$ 8.90
Hypothetical^A		$ 1,000.00	$ 1,016.41	$ 8.52
Class B	2.19%
Actual		$ 1,000.00	$ 1,103.10	$ 11.45
Hypothetical^A		$ 1,000.00	$ 1,013.97	$ 10.97
Class C	2.19%
Actual		$ 1,000.00	$ 1,103.50	$ 11.45
Hypothetical^A		$ 1,000.00	$ 1,013.97	$ 10.97
International Real Estate	1.19%
Actual		$ 1,000.00	$ 1,109.10	$ 6.24
Hypothetical^A		$ 1,000.00	$ 1,018.95	$ 5.97
Institutional Class	1.19%
Actual		$ 1,000.00	$ 1,109.40	$ 6.24
Hypothetical^A		$ 1,000.00	$ 1,018.95	$ 5.97

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Westfield Group unit	8.2	7.8
Mitsui Fudosan Co. Ltd.	5.9	5.7
Sun Hung Kai Properties Ltd.	5.7	8.3
Sumitomo Realty & Development Co. Ltd.	4.7	4.4
Unibail-Rodamco	4.1	3.9
Mirvac Group unit	3.6	2.3
Global Logistic Properties Ltd.	2.9	2.6
Kerry Properties Ltd.	2.8	1.7
Nomura Real Estate Holdings, Inc.	2.3	1.7
Big Yellow Group PLC	2.2	2.5
	42.4
Top Five Countries as of July 31, 2012
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
Japan	19.9	16.1
Australia	16.5	16.0
United Kingdom	12.9	12.8
Hong Kong	11.6	15.0
Singapore	10.0	7.5

Percentages are adjusted for the effect of open futures contracts, if applicable.

Top Five REIT Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Management/Investment	24.2	25.7
REITs - Office Buildings	5.5	6.9
REITs - Industrial Buildings	4.6	3.1
REITs - Shopping Centers	4.4	3.3
REITs - Health Care Facilities	2.0	0.5

Asset Allocation (% of fund's net assets)
As of July 31, 2012*			As of January 31, 2012**
	Stocks 95.5%			Stocks 94.1%
	Short-Term Investments and Net Other Assets (Liabilities) 4.5%			Short-Term Investments and Net Other Assets (Liabilities) 5.9%
* Foreign investments		95.5%	** Foreign investments		94.1%

bma113788

Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.5%
	Shares		Value
Australia - 16.5%
Abacus Property Group unit	1,525,637		$ 3,182,535
ALE Property Group	1,201,339		2,638,598
Charter Hall Group unit	1,090,003		2,943,894
FKP Property Group unit (d)	2,565,000		1,010,834
Goodman Group unit	660,608		2,610,316
Mirvac Group unit	6,636,138		9,554,267
Westfield Group unit	2,091,349		21,977,989
TOTAL AUSTRALIA			43,918,433
Bailiwick of Jersey - 1.4%
Atrium European Real Estate Ltd.	838,372		3,739,307
Belgium - 1.1%
Warehouses de Pauw	57,385		2,894,867
Bermuda - 5.0%
Csi Properties Ltd.	32,517,682		1,488,617
Great Eagle Holdings Ltd.	1,247,088		3,161,663
K Wah International Holdings Ltd.	22,071		8,083
Kerry Properties Ltd.	1,601,000		7,360,136
Soundwill Holdings Ltd.	987,000		1,458,602
TOTAL BERMUDA			13,477,101
Brazil - 0.8%
Companhia Brasileira de Desenvolvimento Imobiliario Turistico SA (a)	43,700		413,926
Even Construtora e Incorporadora SA	313,300		1,001,423
Multiplan Empreendimentos Imobiliarios SA	26,400		667,601
TOTAL BRAZIL			2,082,950
Cayman Islands - 2.0%
China Resources Land Ltd.	350,000		710,408
KWG Property Holding Ltd.	2,022,000		1,121,204
SOHO China Ltd.	4,014,000		2,986,676
SouFun Holdings Ltd. ADR (d)	49,688		589,300
TOTAL CAYMAN ISLANDS			5,407,588
Chile - 0.5%
Parque Arauco SA	657,471		1,246,165
France - 6.3%
Altarea	10,800		1,594,598
Societe de la Tour Eiffel	25,127		1,347,949
Common Stocks - continued
	Shares		Value
France - continued
Societe Fonciere Lyonnaise SA	70,586		$ 2,809,566
Unibail-Rodamco	56,857		10,941,252
TOTAL FRANCE			16,693,365
Germany - 2.3%
alstria office REIT-AG	162,500		1,808,857
Deutsche EuroShop AG	49,075		1,804,512
GSW Immobilien AG	32,669		1,203,868
IVG Immobilien AG (a)	45,000		104,590
Patrizia Immobilien AG (a)	211,916		1,299,796
TOTAL GERMANY			6,221,623
Hong Kong - 11.6%
Hang Lung Properties Ltd.	1,196,500		4,258,501
Henderson Land Development Co. Ltd.	984,000		5,735,464
Hysan Development Co. Ltd.	828,500		3,504,301
Magnificent Estates Ltd.	27,344,000		1,022,575
Sun Hung Kai Properties Ltd.	1,219,226		15,242,880
Wheelock and Co. Ltd.	313,000		1,229,042
TOTAL HONG KONG			30,992,763
India - 0.5%
Phoenix Mills Ltd.	424,550		1,405,997
Italy - 1.1%
Beni Stabili SpA SIIQ	5,246,133		2,400,556
Immobiliare Grande Distribuzione SpA	434,050		411,222
TOTAL ITALY			2,811,778
Japan - 19.9%
BLife Investment Corp.	517		3,612,670
Goldcrest Co. Ltd.	199,340		3,068,862
Japan Retail Fund Investment Corp.	3,185		5,326,889
Kenedix, Inc. (a)(d)	11,063		1,452,499
Mitsui Fudosan Co. Ltd.	817,000		15,741,416
Nomura Real Estate Holdings, Inc.	332,700		6,144,085
Sumitomo Realty & Development Co. Ltd.	509,000		12,665,728
United Urban Investment Corp.	4,600		4,990,855
TOTAL JAPAN			53,003,004
Mexico - 0.6%
Corporacion Inmobiliaria Vesta SAB de CV	1,039,303		1,484,886
Common Stocks - continued
	Shares		Value
Russia - 0.3%
LSR Group OJSC GDR (Reg. S)	192,400		$ 860,028
Singapore - 10.0%
Global Logistic Properties Ltd.	4,304,000		7,782,064
Mapletree Industrial (REIT)	3,355,000		3,504,902
Parkway Life REIT	3,409,000		5,369,367
UOL Group Ltd.	1,355,000		5,640,389
Wing Tai Holdings Ltd.	3,962,181		4,489,453
TOTAL SINGAPORE			26,786,175
Sweden - 2.7%
Castellum AB	198,400		2,665,016
Hufvudstaden AB Series A	200,000		2,435,061
Wihlborgs Fastigheter AB	139,900		2,031,442
TOTAL SWEDEN			7,131,519
United Kingdom - 12.9%
Big Yellow Group PLC	1,196,400		5,852,420
British Land Co. PLC	547,589		4,588,882
Derwent London PLC	149,600		4,571,386
Hammerson PLC	795,029		5,772,478
Helical Bar PLC	1,758,827		5,432,426
Metric Property Investments PLC	1,447,700		1,929,310
Quintain Estates & Development PLC (a)	1,937,100		1,510,948
Safestore Holdings PLC	1,315,000		2,082,340
St. Modwen Properties PLC	1,011,300		2,806,453
TOTAL UNITED KINGDOM			34,546,643
TOTAL COMMON STOCKS (Cost $281,982,482)		254,704,192
Money Market Funds - 4.6%
	Shares		Value
Fidelity Cash Central Fund, 0.17% (b)	11,441,650		$ 11,441,650
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	870,644		870,644
TOTAL MONEY MARKET FUNDS (Cost $12,312,294)		12,312,294
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $294,294,776)			267,016,486
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(218,547)
NET ASSETS - 100%		$ 266,797,939

Legend

(a) Non-income producing

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

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	$ 17,037
Fidelity Securities Lending Cash Central Fund	77,977
Total	$ 95,014

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,023,998	$ 2,023,998	$ -	$ -
Financials	252,090,894	199,087,890	53,003,004	-
Information Technology	589,300	589,300	-	-
Money Market Funds	12,312,294	12,312,294	-	-
Total Investments in Securities:	$ 267,016,486	$ 214,013,482	$ 53,003,004	$ -

Transfers	Total
Level 1 to Level 2	$ 51,041,465
Level 2 to Level 1	$ -

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $814,031) - See accompanying schedule: Unaffiliated issuers (cost $281,982,482)	$ 254,704,192
Fidelity Central Funds (cost $12,312,294)	12,312,294
Total Investments (cost $294,294,776)		$ 267,016,486
Foreign currency held at value (cost $413,341)		413,469
Receivable for investments sold		644,637
Receivable for fund shares sold		343,465
Dividends receivable		569,418
Distributions receivable from Fidelity Central Funds		3,238
Other receivables		92,780
Total assets		269,083,493

Liabilities
Payable for investments purchased	$ 757,448
Payable for fund shares redeemed	252,652
Accrued management fee	153,109
Distribution and service plan fees payable	5,321
Other affiliated payables	72,468
Other payables and accrued expenses	173,912
Collateral on securities loaned, at value	870,644
Total liabilities		2,285,554

Net Assets		$ 266,797,939
Net Assets consist of:
Paid in capital		$ 611,378,296
Undistributed net investment income		4,308,924
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(321,581,509)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(27,307,772)
Net Assets		$ 266,797,939

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($7,116,550 ÷ 850,744 shares)		$ 8.37

Maximum offering price per share (100/94.25 of $8.37)		$ 8.88
Class T: Net Asset Value and redemption price per share ($2,570,309 ÷ 309,041 shares)		$ 8.32

Maximum offering price per share (100/96.50 of $8.32)		$ 8.62
Class B: Net Asset Value and offering price per share ($457,408 ÷ 55,542 shares)^A		$ 8.24

Class C: Net Asset Value and offering price per share ($3,164,071 ÷ 385,508 shares)^A		$ 8.21


International Real Estate: Net Asset Value, offering price and redemption price per share ($251,542,978 ÷ 29,803,415 shares)		$ 8.44

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,946,623 ÷ 231,246 shares)		$ 8.42

^ARedemption 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

	Year ended July 31, 2012

Investment Income
Dividends		$ 9,616,226
Interest		122
Income from Fidelity Central Funds		95,014
Income before foreign taxes withheld		9,711,362
Less foreign taxes withheld		(550,765)
Total income		9,160,597

Expenses
Management fee	$ 1,872,547
Transfer agent fees	790,564
Distribution and service plan fees	57,410
Accounting and security lending fees	137,396
Custodian fees and expenses	184,232
Independent trustees' compensation	1,771
Registration fees	80,907
Audit	77,170
Legal	1,045
Miscellaneous	4,049
Total expenses before reductions	3,207,091
Expense reductions	(182,590)	3,024,501
Net investment income (loss)		6,136,096
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(26,508,546)
Foreign currency transactions	(257,489)
Total net realized gain (loss)		(26,766,035)
Change in net unrealized appreciation (depreciation) on: Investment securities	(20,196)
Assets and liabilities in foreign currencies	(18,559)
Total change in net unrealized appreciation (depreciation)		(38,755)
Net gain (loss)		(26,804,790)
Net increase (decrease) in net assets resulting from operations		$ (20,668,694)

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 6,136,096	$ 14,085,086
Net realized gain (loss)	(26,766,035)	37,430,925
Change in net unrealized appreciation (depreciation)	(38,755)	3,876,295
Net increase (decrease) in net assets resulting from operations	(20,668,694)	55,392,306
Distributions to shareholders from net investment income	(6,740,519)	(13,892,744)
Distributions to shareholders from net realized gain	(6,329,734)	(11,440,782)
Total distributions	(13,070,253)	(25,333,526)
Share transactions - net increase (decrease)	(36,696,766)	(26,030,265)
Redemption fees	82,484	74,922
Total increase (decrease) in net assets	(70,353,229)	4,103,437

Net Assets
Beginning of period	337,151,168	333,047,731
End of period (including undistributed net investment income of $4,308,924 and undistributed net investment income of $4,912,084, respectively)	$ 266,797,939	$ 337,151,168

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.21	$ 8.46	$ 8.24	$ 10.63	$ 15.71
Income from Investment Operations
Net investment income (loss) ^C	.16	.34 ^F	.17	.18	.20
Net realized and unrealized gain (loss)	(.65)	1.04	.24	(2.57)	(3.48)
Total from investment operations	(.49)	1.38	.41	(2.39)	(3.28)
Distributions from net investment income	(.17)	(.33)	(.07)	-	(.31)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.35)	(.63) ^I	(.19)	-	(1.81)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.37	$ 9.21	$ 8.46	$ 8.24	$ 10.63
Total Return ^A,B	(4.88)%	16.76%	4.97%	(22.48)%	(23.20)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	1.44%	1.42%	1.44%	1.45%	1.38%
Expenses net of fee waivers, if any	1.44%	1.42%	1.44%	1.45%	1.38%
Expenses net of all reductions	1.37%	1.36%	1.39%	1.42%	1.35%
Net investment income (loss)	2.09%	3.67% ^F	2.02%	2.55%	1.58%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,117	$ 7,047	$ 7,250	$ 6,745	$ 9,976
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

^I Total distributions of $.63 per share is comprised of distributions from net investment income of $.333 and distributions from net realized gain of $.294 per share.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.16	$ 8.41	$ 8.21	$ 10.62	$ 15.70
Income from Investment Operations
Net investment income (loss) ^C	.14	.31 ^F	.15	.17	.17
Net realized and unrealized gain (loss)	(.66)	1.04	.23	(2.58)	(3.48)
Total from investment operations	(.52)	1.35	.38	(2.41)	(3.31)
Distributions from net investment income	(.14)	(.31)	(.06)	-	(.28)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.32)	(.60)	(.18)	-	(1.78)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.32	$ 9.16	$ 8.41	$ 8.21	$ 10.62
Total Return ^A,B	(5.23)%	16.54%	4.68%	(22.69)%	(23.39)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	1.72%	1.69%	1.70%	1.71%	1.64%
Expenses net of fee waivers, if any	1.70%	1.69%	1.70%	1.71%	1.64%
Expenses net of all reductions	1.63%	1.63%	1.65%	1.68%	1.60%
Net investment income (loss)	1.83%	3.41% ^F	1.75%	2.29%	1.32%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,570	$ 2,496	$ 2,510	$ 2,080	$ 7,566
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.05	$ 8.32	$ 8.14	$ 10.58	$ 15.67
Income from Investment Operations
Net investment income (loss) ^C	.10	.26 ^F	.11	.13	.11
Net realized and unrealized gain (loss)	(.64)	1.03	.23	(2.57)	(3.48)
Total from investment operations	(.54)	1.29	.34	(2.44)	(3.37)
Distributions from net investment income	(.09)	(.27)	(.04)	-	(.23)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.27)	(.56)	(.16)	-	(1.73)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.24	$ 9.05	$ 8.32	$ 8.14	$ 10.58
Total Return ^A,B	(5.61)%	15.90%	4.20%	(23.06)%	(23.80)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	2.19%	2.17%	2.19%	2.19%	2.14%
Expenses net of fee waivers, if any	2.19%	2.17%	2.19%	2.19%	2.14%
Expenses net of all reductions	2.12%	2.11%	2.14%	2.17%	2.11%
Net investment income (loss)	1.34%	2.92% ^F	1.26%	1.81%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 457	$ 570	$ 629	$ 606	$ 930
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.03	$ 8.30	$ 8.13	$ 10.57	$ 15.67
Income from Investment Operations
Net investment income (loss) ^C	.10	.26 ^F	.11	.13	.11
Net realized and unrealized gain (loss)	(.64)	1.04	.22	(2.57)	(3.48)
Total from investment operations	(.54)	1.30	.33	(2.44)	(3.37)
Distributions from net investment income	(.10)	(.28)	(.04)	-	(.24)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.28)	(.57)	(.16)	-	(1.74)
Redemption fees added to paid in capital ^C	- ^H	- ^H	- ^H	- ^H	.01
Net asset value, end of period	$ 8.21	$ 9.03	$ 8.30	$ 8.13	$ 10.57
Total Return ^A,B	(5.68)%	16.07%	4.10%	(23.08)%	(23.78)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	2.19%	2.17%	2.18%	2.19%	2.14%
Expenses net of fee waivers, if any	2.19%	2.17%	2.18%	2.19%	2.14%
Expenses net of all reductions	2.12%	2.11%	2.14%	2.17%	2.11%
Net investment income (loss)	1.34%	2.92% ^F	1.27%	1.81%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,164	$ 3,208	$ 3,201	$ 2,496	$ 3,477
Portfolio turnover rate ^E	138%	131%	95%	55%	63%

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

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

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

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

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

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

Annual Report

Financial Highlights - International Real Estate

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.30	$ 8.53	$ 8.29	$ 10.68	$ 15.73
Income from Investment Operations
Net investment income (loss) ^B	.18	.36 ^E	.19	.20	.25
Net realized and unrealized gain (loss)	(.67)	1.06	.25	(2.59)	(3.50)
Total from investment operations	(.49)	1.42	.44	(2.39)	(3.25)
Distributions from net investment income	(.19)	(.35)	(.08)	-	(.31)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.37)	(.65) ^H	(.20)	-	(1.81)
Redemption fees added to paid in capital ^B	- ^G	- ^G	- ^G	- ^G	.01
Net asset value, end of period	$ 8.44	$ 9.30	$ 8.53	$ 8.29	$ 10.68
Total Return ^A	(4.76)%	17.15%	5.29%	(22.38)%	(22.97)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	1.19%	1.17%	1.19%	1.19%	1.11%
Expenses net of fee waivers, if any	1.19%	1.17%	1.19%	1.19%	1.10%
Expenses net of all reductions	1.12%	1.11%	1.14%	1.16%	1.07%
Net investment income (loss)	2.34%	3.92% ^E	2.27%	2.81%	1.86%
Supplemental Data
Net assets, end of period (000 omitted)	$ 251,543	$ 322,045	$ 318,032	$ 336,126	$ 572,985
Portfolio turnover rate ^D	138%	131%	95%	55%	63%

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

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

^H Total distributions of $.65 per share is comprised of distributions from net investment income of $.354 and distributions from net realized gain of $.294 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.28	$ 8.51	$ 8.28	$ 10.66	$ 15.73
Income from Investment Operations
Net investment income (loss) ^B	.18	.36 ^E	.19	.20	.24
Net realized and unrealized gain (loss)	(.67)	1.06	.24	(2.58)	(3.49)
Total from investment operations	(.49)	1.42	.43	(2.38)	(3.25)
Distributions from net investment income	(.20)	(.35)	(.08)	-	(.33)
Distributions from net realized gain	(.18)	(.29)	(.12)	-	(1.50)
Total distributions	(.37) ^H	(.65) ^I	(.20)	-	(1.83)
Redemption fees added to paid in capital ^B	- ^G	- ^G	- ^G	- ^G	.01
Net asset value, end of period	$ 8.42	$ 9.28	$ 8.51	$ 8.28	$ 10.66
Total Return ^A	(4.73)%	17.18%	5.18%	(22.33)%	(22.98)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	1.19%	1.17%	1.18%	1.19%	1.13%
Expenses net of fee waivers, if any	1.19%	1.17%	1.18%	1.19%	1.13%
Expenses net of all reductions	1.12%	1.11%	1.14%	1.17%	1.10%
Net investment income (loss)	2.34%	3.92% ^E	2.27%	2.81%	1.83%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,947	$ 1,785	$ 1,425	$ 1,600	$ 3,289
Portfolio turnover rate ^D	138%	131%	95%	55%	63%

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

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

^H Total distributions of $.37 per share is comprised of distributions from net investment income of $.195 and distributions from net realized gain of $.178 per share.

^I Total distributions of $.65 per share is comprised of distributions from net investment income of $.354 and distributions from net realized gain of $.294 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2012

1. Organization.

2. Investments in Fidelity Central Funds.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 8,210,797
Gross unrealized depreciation	(42,520,691)
Net unrealized appreciation (depreciation) on securities and other investments	$ (34,309,894)

Tax Cost	$ 301,326,380

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income	$ 8,146,350
Capital loss carryforward	$ (305,203,415)
Net unrealized appreciation (depreciation)	$ (34,346,659)

Fiscal year of expiration
2017	$ (153,317,175)
2018	(136,599,532)
Total with expiration	$ (289,916,707)
No expiration
Short-term	$ (13,155,668)
Long-term	(2,131,040)
Total no expiration	(15,286,708)
Total capital loss carryforward	$ (305,203,415)

The Fund intends to elect to defer to its fiscal year ending July 31, 2013 approximately $13,183,916 of capital losses recognized during the period November 1, 2011 to July 31, 2012.

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 13,070,253	$ 25,333,526

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $357,419,840 and $405,089,100, respectively.

5. Fees and Other Transactions with Affiliates.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 15,646	$ 39
Class T	.25%	.25%	10,228	-
Class B	.75%	.25%	4,466	3,349
Class C	.75%	.25%	27,070	3,373
			$ 57,410	$ 6,761

Annual Report

5. Fees and Other Transactions with Affiliates - continued

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

	Retained by FDC
Class A	$ 6,375
Class T	1,412
Class B*	1,293
Class C*	136
	$ 9,216

* 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. FIIOC receives 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 pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 18,681	.30
Class T	6,690	.33
Class B	1,338	.30
Class C	8,040	.30
International Real Estate	750,777	.30
Institutional Class	5,038	.30
	$ 790,564

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $766 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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 rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $77,977. During the period, there were no securities loaned to FCM.

Annual Report

8. Expense Reductions.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
Class T	1.70%	$ 378

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Class A	$ 129,790	$ 287,564
Class T	38,723	96,278
Class B	5,465	19,520
Class C	34,224	109,655
International Real Estate	6,491,807	13,319,427
Institutional Class	40,510	60,300
Total	$ 6,740,519	$ 13,892,744
From net realized gain
Class A	$ 132,606	$ 250,090
Class T	47,658	89,657
Class B	10,422	21,506
Class C	62,457	114,914
International Real Estate	6,040,035	10,916,536
Institutional Class	36,556	48,079
Total	$ 6,329,734	$ 11,440,782

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class A
Shares sold	561,131	213,763	$ 4,326,130	$ 1,964,473
Reinvestment of distributions	30,139	50,966	225,090	451,020
Shares redeemed	(505,235)	(357,321)	(3,930,366)	(3,278,956)
Net increase (decrease)	86,035	(92,592)	$ 620,854	$ (863,463)
Class T
Shares sold	121,127	73,470	$ 960,744	$ 668,265
Reinvestment of distributions	11,086	20,063	82,612	176,852
Shares redeemed	(95,807)	(119,466)	(730,690)	(1,082,947)
Net increase (decrease)	36,406	(25,933)	$ 312,666	$ (237,830)
Class B
Shares sold	10,309	4,563	$ 80,691	$ 41,321
Reinvestment of distributions	2,053	4,289	15,253	37,454
Shares redeemed	(19,799)	(21,555)	(151,766)	(195,000)
Net increase (decrease)	(7,437)	(12,703)	$ (55,822)	$ (116,225)
Class C
Shares sold	126,213	111,487	$ 1,000,819	$ 1,002,010
Reinvestment of distributions	11,099	21,061	82,243	183,176
Shares redeemed	(107,140)	(162,778)	(798,655)	(1,467,063)
Net increase (decrease)	30,172	(30,230)	$ 284,407	$ (281,877)
International Real Estate
Shares sold	6,073,777	7,219,780	$ 47,017,817	$ 67,747,351
Reinvestment of distributions	1,561,125	2,559,870	11,751,117	22,802,021
Shares redeemed	(12,463,432)	(12,440,980)	(96,926,190)	(115,315,484)
Net increase (decrease)	(4,828,530)	(2,661,330)	$ (38,157,256)	$ (24,766,112)
Institutional Class
Shares sold	125,764	99,324	$ 977,184	$ 925,861
Reinvestment of distributions	8,633	10,892	64,775	96,908
Shares redeemed	(95,484)	(85,350)	(743,574)	(787,527)
Net increase (decrease)	38,913	24,866	$ 298,385	$ 235,242

Annual Report

11. Other.

At the end of the period, FMR or its affiliates were the owners of record of approximately 12% of the outstanding shares of the fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity International Real Estate 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 International Real Estate Fund (a fund of Fidelity Securities Fund) at July 31, 2012, 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 International Real Estate 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 July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010- present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Christopher S. Bartel (40)
	Year of Election or Appointment: 2009 Vice President of Fidelity's Sector and Real Estate Equity Funds. Mr. Bartel also serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Inc. (2012-present), a Director of Fidelity Management & Research (Hong Kong) (2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor International Real Estate Fund voted to pay on September 10, 2012, to shareholders of record at the opening of business on September 7, 2012, a distribution of $0.113 per share derived from capital gains realized from sales of portfolio securities, and a dividend of $0.127 per share from net investment income.

Institutional Class designates 18% and 32% of the dividends distributed in September and December, respectively 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 amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

Pay Date	Income	Taxes
09/09/11	$.324	$.0089
12/16/11	$.056	$.0030

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity International Real Estate 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 International Real Estate Fund

bma113790

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Management Fee. 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. "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 31% means that 69% 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, is also included in the chart and considered by the Board.

Fidelity International Real Estate Fund

bma113792

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 2011.

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investments (Japan) Limited

FIL Investment Advisers

FIL Investment Advisers (UK) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

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

AIREI-UANN-0912
1.843171.105

Fidelity®

Small Cap Value

Fund

Annual Report

July 31, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Life of fund^A
Fidelity® Small Cap Value Fund	3.67%	3.92%	8.62%

^AFrom November 3, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Value Fund, a class of the fund, on November 3, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period.

scv282

Annual Report

Management's Discussion of Fund Performance

Comments from Charles Myers, Portfolio Manager of Fidelity® Small Cap Value Fund: For the year, the fund's Retail Class shares gained 3.67%, compared with 0.89% for the Russell 2000® Value Index. On the positive side, stock picking stood out in the consumer discretionary sector, with homebuilders Ryland Group, M.D.C. Holdings and Meritage Homes all adding to results. In industrials, my choices in commercial/professional services and capital goods helped, led by H&E Equipment Services, which rents commercial construction equipment, and commercial furniture manufacturer HNI, the fund's top relative contributor of the year. In health care, managed-care company Centene added value, as did Team Health Holdings, a provider of outsourced clinical services to hospitals. Conversely, by far the most detrimental sector in the portfolio was financials, led on the downside by regional bank TCF Financial. In the energy sector, Superior Energy Services, a provider of oil-field services, and independent oil producer Berry Petroleum were hampered by declining energy prices. Other relative detractors included banana producer Chiquita Brands International and United Stationers, a wholesaler of office stationery and business supplies. Several stocks mentioned were not in the index, and Centene was not 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 (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Class A	1.41%
Actual		$ 1,000.00	$ 1,015.70	$ 7.07
Hypothetical^A		$ 1,000.00	$ 1,017.85	$ 7.07
Class T	1.63%
Actual		$ 1,000.00	$ 1,015.20	$ 8.17
Hypothetical^A		$ 1,000.00	$ 1,016.76	$ 8.17
Class B	2.16%
Actual		$ 1,000.00	$ 1,012.10	$ 10.81
Hypothetical^A		$ 1,000.00	$ 1,014.12	$ 10.82
Class C	2.16%
Actual		$ 1,000.00	$ 1,012.80	$ 10.81
Hypothetical^A		$ 1,000.00	$ 1,014.12	$ 10.82
Small Cap Value	1.09%
Actual		$ 1,000.00	$ 1,018.30	$ 5.47
Hypothetical^A		$ 1,000.00	$ 1,019.44	$ 5.47
Class F	.87%
Actual		$ 1,000.00	$ 1,018.90	$ 4.37
Hypothetical^A		$ 1,000.00	$ 1,020.54	$ 4.37
Institutional Class	1.11%
Actual		$ 1,000.00	$ 1,017.60	$ 5.57
Hypothetical^A		$ 1,000.00	$ 1,019.34	$ 5.57

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Superior Energy Services, Inc.	3.0	1.7
DCT Industrial Trust, Inc.	2.8	2.7
TCF Financial Corp.	2.7	2.4
HNI Corp.	2.7	3.0
Berry Petroleum Co. Class A	2.6	1.9
Hanesbrands, Inc.	2.6	0.0
Team Health Holdings, Inc.	2.5	1.9
Platinum Underwriters Holdings Ltd.	2.4	2.3
WESCO International, Inc.	2.4	3.3
GrafTech International Ltd.	2.3	0.0
	26.0
Top Five Market Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	35.8	35.6
Industrials	14.1	15.2
Consumer Discretionary	14.0	13.5
Information Technology	11.0	11.5
Health Care	6.6	7.9

Asset Allocation (% of fund's net assets)
As of July 31, 2012*			As of January 31, 2012**
	Stocks 100.0%			Stocks 99.9%
	Short-Term Investments and Net Other Assets (Liabilities) ^† 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.1%
* Foreign investments		9.8%	** Foreign investments		9.1%

^†Amount represents less than 0.1%

scv291

Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value
CONSUMER DISCRETIONARY - 13.5%
Diversified Consumer Services - 2.0%
Regis Corp. (e)	3,100,000		$ 52,452,000
Household Durables - 6.1%
KB Home (d)	3,303,800		30,527,112
M.D.C. Holdings, Inc.	800,000		25,488,000
Meritage Homes Corp. (a)	700,000		24,570,000
Ryland Group, Inc.	1,375,000		32,835,000
Tempur-Pedic International, Inc. (a)(d)	1,800,000		51,282,000
			164,702,112
Media - 1.3%
Valassis Communications, Inc. (a)(d)	1,584,641		35,733,655
Specialty Retail - 1.5%
Asbury Automotive Group, Inc. (a)	800,000		20,928,000
Tsutsumi Jewelry Co. Ltd.	791,400		18,561,365
			39,489,365
Textiles, Apparel & Luxury Goods - 2.6%
Hanesbrands, Inc. (a)	2,300,000		69,046,000
TOTAL CONSUMER DISCRETIONARY			361,423,132
CONSUMER STAPLES - 3.7%
Food Products - 2.2%
Chiquita Brands International, Inc. (a)(d)(e)	3,375,000		17,482,500
Dean Foods Co. (a)	3,450,000		42,676,500
			60,159,000
Household Products - 1.5%
Spectrum Brands Holdings, Inc.	1,100,000		40,513,000
TOTAL CONSUMER STAPLES			100,672,000
ENERGY - 5.6%
Energy Equipment & Services - 3.0%
Superior Energy Services, Inc. (a)	3,800,000		82,345,999
Oil, Gas & Consumable Fuels - 2.6%
Berry Petroleum Co. Class A	1,825,000		69,386,500
TOTAL ENERGY			151,732,499
FINANCIALS - 35.0%
Capital Markets - 4.3%
Knight Capital Group, Inc. Class A (a)	4,350,000		44,935,500
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Monex Group, Inc.	149,703		$ 24,294,118
Waddell & Reed Financial, Inc. Class A	1,610,000		46,834,900
			116,064,518
Commercial Banks - 11.0%
Associated Banc-Corp.	4,432,650		55,363,799
CapitalSource, Inc.	7,000,000		45,850,000
City National Corp.	784,900		38,679,872
National Penn Bancshares, Inc.	4,266,604		37,716,779
PacWest Bancorp (e)	1,857,600		42,557,616
TCF Financial Corp.	7,000,000		72,310,000
Western Liberty Bancorp (a)(e)	992,899		2,879,407
			295,357,473
Insurance - 7.7%
Alterra Capital Holdings Ltd.	2,337,411		54,391,554
Aspen Insurance Holdings Ltd.	1,920,200		55,186,548
Platinum Underwriters Holdings Ltd. (e)	1,694,139		64,411,165
ProAssurance Corp.	350,000		31,349,500
			205,338,767
Real Estate Investment Trusts - 7.4%
DCT Industrial Trust, Inc.	11,980,586		74,998,468
Franklin Street Properties Corp.	3,160,000		32,769,200
Highwoods Properties, Inc. (SBI)	1,720,330		58,267,577
National Retail Properties, Inc. (d)	1,140,000		33,630,000
			199,665,245
Real Estate Management & Development - 0.9%
Forestar Group, Inc. (a)(e)	1,996,875		22,724,438
Thrifts & Mortgage Finance - 3.7%
Astoria Financial Corp. (d)(e)	5,418,152		51,038,992
Washington Federal, Inc.	3,086,175		49,162,768
			100,201,760
TOTAL FINANCIALS			939,352,201
HEALTH CARE - 6.6%
Health Care Equipment & Supplies - 1.1%
Integra LifeSciences Holdings Corp. (a)	750,000		28,845,000
Health Care Providers & Services - 5.5%
Chemed Corp.	465,200		29,200,604
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
MEDNAX, Inc. (a)	779,700		$ 51,561,561
Team Health Holdings, Inc. (a)	2,527,580		67,486,386
			148,248,551
TOTAL HEALTH CARE			177,093,551
INDUSTRIALS - 14.1%
Commercial Services & Supplies - 7.2%
ACCO Brands Corp.	2,200,000		18,634,000
HNI Corp. (e)	2,700,000		71,739,000
Knoll, Inc.	1,750,000		23,957,500
Quad/Graphics, Inc. (d)(e)	1,878,394		28,908,484
United Stationers, Inc.	1,980,800		49,935,968
			193,174,952
Electrical Equipment - 2.3%
GrafTech International Ltd. (a)	5,965,000		62,334,250
Machinery - 2.0%
Blount International, Inc. (a)(e)	2,604,723		37,039,161
Columbus McKinnon Corp. (NY Shares) (a)(e)	1,047,872		15,414,197
			52,453,358
Trading Companies & Distributors - 2.6%
H&E Equipment Services, Inc. (a)	376,625		5,317,945
WESCO International, Inc. (a)	1,153,633		64,268,894
			69,586,839
TOTAL INDUSTRIALS			377,549,399
INFORMATION TECHNOLOGY - 11.0%
Communications Equipment - 2.6%
Polycom, Inc. (a)	3,275,000		28,623,500
ViaSat, Inc. (a)	1,100,000		42,130,000
			70,753,500
Electronic Equipment & Components - 5.1%
Ingram Micro, Inc. Class A (a)	1,653,100		24,779,969
Macnica, Inc.	677,400		14,288,287
Ryoyo Electro Corp. (e)	1,972,700		20,552,790
SYNNEX Corp. (a)	790,000		26,725,700
Tech Data Corp. (a)	1,000,000		50,100,000
			136,446,746
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.4%
j2 Global, Inc. (d)	1,270,000		$ 38,011,100
Semiconductors & Semiconductor Equipment - 0.4%
Miraial Co. Ltd. (e)	720,200		10,410,478
Software - 1.5%
Monotype Imaging Holdings, Inc. (e)	2,652,331		38,936,219
TOTAL INFORMATION TECHNOLOGY			294,558,043
MATERIALS - 4.7%
Chemicals - 1.5%
PolyOne Corp.	2,800,000		41,244,000
Metals & Mining - 3.2%
Carpenter Technology Corp.	409,380		19,592,927
Haynes International, Inc.	496,108		23,907,445
RTI International Metals, Inc. (a)(e)	1,880,000		42,206,000
			85,706,372
TOTAL MATERIALS			126,950,372
UTILITIES - 4.5%
Electric Utilities - 1.6%
Westar Energy, Inc.	1,360,000		41,561,600
Gas Utilities - 2.9%
Southwest Gas Corp.	836,756		37,369,523
UGI Corp.	1,333,454		40,870,365
			78,239,888
TOTAL UTILITIES			119,801,488
TOTAL COMMON STOCKS (Cost $2,307,088,586)		2,649,132,685
Nonconvertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.5%
Household Durables - 0.5%
M/I Homes, Inc. Series A, 9.75% (a)	750,400		12,944,400
Nonconvertible Preferred Stocks - continued
	Shares		Value
FINANCIALS - 0.8%
Real Estate Investment Trusts - 0.8%
DDR Corp. Series H, 7.375%	818,790		$ 20,658,072
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $20,354,770)		33,602,472
Money Market Funds - 2.0%

Fidelity Cash Central Fund, 0.17% (b)	5,899,046		5,899,046
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	48,626,645		48,626,645
TOTAL MONEY MARKET FUNDS (Cost $54,525,691)		54,525,691
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $2,381,969,047)			2,737,260,848
NET OTHER ASSETS (LIABILITIES) - (2.0)%			(53,568,098)
NET ASSETS - 100%		$ 2,683,692,750

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 14,453
Fidelity Securities Lending Cash Central Fund	204,102
Total	$ 218,555

Other Affiliated Issuers

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

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Astoria Financial Corp.	$ 56,131,471	$ 5,135,258	$ -	$ 2,277,805	$ 51,038,992
Blount International, Inc.	43,316,543	-	-	-	37,039,161
Chiquita Brands International, Inc.	24,519,456	10,332,799	-	-	17,482,500
Columbus McKinnon Corp. (NY Shares)	15,792,000	1,137,487	-	-	15,414,197
DCT Industrial Trust, Inc.	74,961,776	-	8,396,655	3,414,064	-
Forestar Group, Inc.	-	24,473,760	-	-	22,724,438
H&E Equipment Services, Inc.	29,272,896	2,743,497	45,135,849	-	-
Haynes International, Inc.	42,301,857	-	8,879,973	446,653	-
HNI Corp.	49,131,621	19,653,848	17,053,493	2,539,706	71,739,000
Ingles Markets, Inc. Class A	10,225,970	-	9,904,080	78,182	-
M.D.C. Holdings, Inc.	54,813,423	-	45,064,374	2,311,800	-
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Miraial Co. Ltd.	$ 15,046,860	$ -	$ -	$ 516,374	$ 10,410,478
Monotype Imaging Holdings, Inc.	35,396,690	972,962	-	-	38,936,219
PacWest Bancorp	36,873,360	-	-	1,021,680	42,557,616
Platinum Underwriters Holdings Ltd.	54,169,091	3,610,350	-	542,124	64,411,165
Providence Service Corp.	12,045,466	-	15,255,161	-	-
Quad/Graphics, Inc.	-	25,545,548	-	469,599	28,908,484
Regis Corp.	60,080,486	-	16,882,099	952,998	52,452,000
RTI International Metals, Inc.	27,932,874	27,109,765	3,701,784	-	42,206,000
Ryoyo Electro Corp.	19,684,709	-	-	707,200	20,552,790
Western Liberty Bancorp	7,248,000	-	3,597,604	-	2,879,407
Total	$ 668,944,549	$ 120,715,274	$ 173,871,072	$ 15,278,185	$ 518,752,447

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 374,367,532	$ 355,806,167	$ 18,561,365	$ -
Consumer Staples	100,672,000	100,672,000	-	-
Energy	151,732,499	151,732,499	-	-
Financials	960,010,273	935,716,155	24,294,118	-
Health Care	177,093,551	177,093,551	-	-
Industrials	377,549,399	377,549,399	-	-
Information Technology	294,558,043	249,306,488	45,251,555	-
Materials	126,950,372	126,950,372	-	-
Utilities	119,801,488	119,801,488	-	-
Money Market Funds	54,525,691	54,525,691	-	-
Total Investments in Securities:	$ 2,737,260,848	$ 2,649,153,810	$ 88,107,038	$ -

Transfers	Total
Level 1 to Level 2	$ 70,981,657
Level 2 to Level 1	$ 0

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $46,940,525) - See accompanying schedule: Unaffiliated issuers (cost $1,850,015,930)	$ 2,163,982,710
Fidelity Central Funds (cost $54,525,691)	54,525,691
Other affiliated issuers (cost $477,427,426)	518,752,447
Total Investments (cost $2,381,969,047)		$ 2,737,260,848
Receivable for investments sold		7,962
Receivable for fund shares sold		3,346,245
Dividends receivable		2,366,103
Distributions receivable from Fidelity Central Funds		31,400
Other receivables		10,660
Total assets		2,743,023,218

Liabilities
Payable for investments purchased	$ 6,165,626
Payable for fund shares redeemed	2,135,374
Accrued management fee	1,742,888
Distribution and service plan fees payable	100,792
Other affiliated payables	499,987
Other payables and accrued expenses	59,156
Collateral on securities loaned, at value	48,626,645
Total liabilities		59,330,468

Net Assets		$ 2,683,692,750
Net Assets consist of:
Paid in capital		$ 2,251,063,836
Undistributed net investment income		4,596,351
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		72,740,139
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		355,292,424
Net Assets		$ 2,683,692,750

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($150,285,327 ÷ 10,110,871 shares)		$ 14.86

Maximum offering price per share (100/94.25 of $14.86)		$ 15.77
Class T: Net Asset Value and redemption price per share ($57,514,280 ÷ 3,913,423 shares)		$ 14.70

Maximum offering price per share (100/96.50 of $14.70)		$ 15.23
Class B: Net Asset Value and offering price per share ($6,674,942 ÷ 467,617 shares)^A		$ 14.27

Class C: Net Asset Value and offering price per share ($47,265,102 ÷ 3,310,493 shares)^A		$ 14.28


Small Cap Value: Net Asset Value, offering price and redemption price per share ($1,756,962,176 ÷ 116,773,340 shares)		$ 15.05

Class F: Net Asset Value, offering price and redemption price per share ($526,009,440 ÷ 34,859,047 shares)		$ 15.09

Institutional Class: Net Asset Value, offering price and redemption price per share ($138,981,483 ÷ 9,231,738 shares)		$ 15.05

^ARedemption 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

	Year ended July 31, 2012

Investment Income
Dividends (including $15,278,185 earned from other affiliated issuers)		$ 37,030,660
Interest		68
Income from Fidelity Central Funds		218,555
Total income		37,249,283

Expenses
Management fee Basic fee	$ 17,249,880
Performance adjustment	3,419,705
Transfer agent fees	4,956,576
Distribution and service plan fees	1,124,466
Accounting and security lending fees	740,848
Custodian fees and expenses	47,382
Independent trustees' compensation	15,923
Registration fees	132,426
Audit	69,124
Legal	7,688
Interest	359
Miscellaneous	25,296
Total expenses before reductions	27,789,673
Expense reductions	(31,201)	27,758,472
Net investment income (loss)		9,490,811
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	99,604,672
Other affiliated issuers	57,534
Foreign currency transactions	(5,054)
Total net realized gain (loss)		99,657,152
Change in net unrealized appreciation (depreciation) on: Investment securities	(37,717,980)
Assets and liabilities in foreign currencies	(6,920)
Total change in net unrealized appreciation (depreciation)		(37,724,900)
Net gain (loss)		61,932,252
Net increase (decrease) in net assets resulting from operations		$ 71,423,063

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,490,811	$ 8,365,475
Net realized gain (loss)	99,657,152	155,481,563
Change in net unrealized appreciation (depreciation)	(37,724,900)	203,701,455
Net increase (decrease) in net assets resulting from operations	71,423,063	367,548,493
Distributions to shareholders from net investment income	(3,813,704)	(16,151,065)
Distributions to shareholders from net realized gain	(148,970,854)	(20,051,059)
Total distributions	(152,784,558)	(36,202,124)
Share transactions - net increase (decrease)	230,904,084	54,629,275
Redemption fees	569,163	445,888
Total increase (decrease) in net assets	150,111,752	386,421,532

Net Assets
Beginning of period	2,533,580,998	2,147,159,466
End of period (including undistributed net investment income of $4,596,351 and $0, respectively)	$ 2,683,692,750	$ 2,533,580,998

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.48	$ 13.45	$ 11.13	$ 11.82	$ 14.34
Income from Investment Operations
Net investment income (loss) ^C	.01	.01 ^F	.02 ^G	.08	(.01)
Net realized and unrealized gain (loss)	.30	2.22	2.33	(.60)	(1.98)
Total from investment operations	.31	2.23	2.35	(.52)	(1.99)
Distributions from net investment income	(.01)	(.08)	(.03)	(.06)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93) ^J	(.20)	(.03)	(.17)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.86	$ 15.48	$ 13.45	$ 11.13	$ 11.82
Total Return ^{A, B}	3.24%	16.72%	21.16%	(4.37)%	(14.35)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.44%	1.44%	1.47%	1.45%	1.43%
Expenses net of fee waivers, if any	1.44%	1.43%	1.40%	1.40%	1.40%
Expenses net of all reductions	1.44%	1.43%	1.39%	1.40%	1.40%
Net investment income (loss)	.09%	.06% ^F	.17% ^G	.81%	(.05)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 150,285	$ 140,707	$ 96,994	$ 55,029	$ 52,446
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring 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 reductions from 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.

^J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.34	$ 13.34	$ 11.05	$ 11.74	$ 14.28
Income from Investment Operations
Net investment income (loss) ^C	(.02)	(.03) ^F	(.01) ^G	.05	(.04)
Net realized and unrealized gain (loss)	.31	2.20	2.31	(.59)	(1.97)
Total from investment operations	.29	2.17	2.30	(.54)	(2.01)
Distributions from net investment income	-	(.05)	(.01)	(.04)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.17)	(.01)	(.15)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.70	$ 15.34	$ 13.34	$ 11.05	$ 11.74
Total Return ^{A, B}	3.08%	16.36%	20.87%	(4.57)%	(14.58)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.67%	1.70%	1.72%	1.70%	1.68%
Expenses net of fee waivers, if any	1.67%	1.69%	1.65%	1.65%	1.65%
Expenses net of all reductions	1.67%	1.69%	1.64%	1.65%	1.65%
Net investment income (loss)	(.14)%	(.19)% ^F	(.08)% ^G	.56%	(.30)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 57,514	$ 55,845	$ 44,091	$ 28,534	$ 32,091
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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 - Class B

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.00	$ 13.08	$ 10.88	$ 11.60	$ 14.19
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.10) ^F	(.07) ^G	.01	(.10)
Net realized and unrealized gain (loss)	.29	2.15	2.27	(.59)	(1.96)
Total from investment operations	.20	2.05	2.20	(.58)	(2.06)
Distributions from net investment income	-	(.01)	-	(.03)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.13)	-	(.14)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.27	$ 15.00	$ 13.08	$ 10.88	$ 11.60
Total Return ^{A, B}	2.51%	15.80%	20.22%	(5.05)%	(15.04)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.19%	2.20%	2.22%	2.20%	2.18%
Expenses net of fee waivers, if any	2.19%	2.19%	2.15%	2.15%	2.15%
Expenses net of all reductions	2.19%	2.19%	2.14%	2.15%	2.15%
Net investment income (loss)	(.66)%	(.69)% ^F	(.58)% ^G	.06%	(.80)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,675	$ 8,549	$ 9,747	$ 7,153	$ 7,886
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^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 reductions from 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 - Class C

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.01	$ 13.08	$ 10.89	$ 11.60	$ 14.19
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.10) ^F	(.07) ^G	.01	(.10)
Net realized and unrealized gain (loss)	.29	2.17	2.26	(.58)	(1.96)
Total from investment operations	.20	2.07	2.19	(.57)	(2.06)
Distributions from net investment income	-	(.02)	-	(.03)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.14)	-	(.14)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.28	$ 15.01	$ 13.08	$ 10.89	$ 11.60
Total Return ^{A, B}	2.52%	15.91%	20.11%	(4.98)%	(15.04)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.19%	2.18%	2.22%	2.20%	2.18%
Expenses net of fee waivers, if any	2.19%	2.18%	2.15%	2.15%	2.15%
Expenses net of all reductions	2.19%	2.18%	2.14%	2.15%	2.15%
Net investment income (loss)	(.66)%	(.68)% ^F	(.58)% ^G	.06%	(.80)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 47,265	$ 47,457	$ 37,346	$ 21,345	$ 20,924
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^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 reductions from 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 - Small Cap Value

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.62	$ 13.56	$ 11.22	$ 11.91	$ 14.43
Income from Investment Operations
Net investment income (loss) ^B	.06	.06 ^E	.05 ^F	.10	.03
Net realized and unrealized gain (loss)	.32	2.23	2.34	(.60)	(1.99)
Total from investment operations	.38	2.29	2.39	(.50)	(1.96)
Distributions from net investment income	(.02)	(.10)	(.05)	(.08)	-
Distributions from net realized gain	(.93)	(.13)	-	(.11)	(.56)
Total distributions	(.95)	(.23)	(.05)	(.19)	(.56)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 15.05	$ 15.62	$ 13.56	$ 11.22	$ 11.91
Total Return ^A	3.67%	17.03%	21.32%	(4.15)%	(14.10)%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	1.13%	1.13%	1.18%	1.20%	1.14%
Expenses net of fee waivers, if any	1.13%	1.13%	1.18%	1.20%	1.14%
Expenses net of all reductions	1.13%	1.13%	1.17%	1.20%	1.13%
Net investment income (loss)	.41%	.37% ^E	.39% ^F	1.01%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,756,962	$ 1,899,805	$ 1,770,675	$ 1,488,736	$ 1,136,860
Portfolio turnover rate ^D	27%	22%	49%	51%	149%

^A Total returns would have been lower if certain expenses had not been reduced during the applicable 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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%.

^F Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .12%.

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

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2012	2011	2010	2009 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 15.64	$ 13.58	$ 11.22	$ 10.27
Income from Investment Operations
Net investment income (loss) ^D	.09	.09 ^G	.09 ^H	.01
Net realized and unrealized gain (loss)	.32	2.23	2.34	.94
Total from investment operations	.41	2.32	2.43	.95
Distributions from net investment income	(.04)	(.14)	(.07)	-
Distributions from net realized gain	(.93)	(.13)	-	-
Total distributions	(.96) ^L	(.26) ^M	(.07)	-
Redemption fees added to paid in capital ^{D, K}	-	-	-	-
Net asset value, end of period	$ 15.09	$ 15.64	$ 13.58	$ 11.22
Total Return ^{B, C}	3.90%	17.31%	21.69%	9.25%
Ratios to Average Net Assets ^{E, J}
Expenses before reductions	.89%	.88%	.90%	.86% ^A
Expenses net of fee waivers, if any	.89%	.88%	.90%	.86% ^A
Expenses net of all reductions	.89%	.88%	.89%	.86% ^A
Net investment income (loss)	.64%	.61% ^G	.67% ^H	.64% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 526,009	$ 279,653	$ 109,868	$ 159
Portfolio turnover rate ^F	27%	22%	49%	51%

^A Annualized

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .24%.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

^I For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

^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 reductions from 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.

^L Total distributions of $.96 per share is comprised of distributions from net investment income of $.036 and distributions from net realized gain of $.925 per share.

^M Total distributions of $.26 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.126 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.63	$ 13.58	$ 11.24	$ 11.91	$ 14.43
Income from Investment Operations
Net investment income (loss) ^B	.06	.06 ^E	.06 ^F	.10	.03
Net realized and unrealized gain (loss)	.31	2.23	2.34	(.59)	(1.99)
Total from investment operations	.37	2.29	2.40	(.49)	(1.96)
Distributions from net investment income	(.02)	(.11)	(.06)	(.07)	-
Distributions from net realized gain	(.93)	(.13)	-	(.11)	(.56)
Total distributions	(.95)	(.24)	(.06)	(.18)	(.56)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 15.05	$ 15.63	$ 13.58	$ 11.24	$ 11.91
Total Return ^A	3.59%	17.02%	21.42%	(4.04)%	(14.10)%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	1.14%	1.10%	1.12%	1.20%	1.13%
Expenses net of fee waivers, if any	1.14%	1.10%	1.12%	1.15%	1.13%
Expenses net of all reductions	1.14%	1.10%	1.12%	1.15%	1.13%
Net investment income (loss)	.39%	.39% ^E	.45% ^F	1.06%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 138,981	$ 101,565	$ 78,440	$ 10,336	$ 8,584
Portfolio turnover rate ^D	27%	22%	49%	51%	149%

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

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

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

^H 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 July 31, 2012

1. Organization.

Fidelity Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (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 C, Small Cap Value, Class F and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. 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 may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Distributions are declared and 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 GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 491,346,133
Gross unrealized depreciation	(137,153,760)
Net unrealized appreciation (depreciation) on securities and other investments	$ 354,192,373

Tax Cost	$ 2,383,068,475

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

Undistributed ordinary income	$ 4,596,351
Undistributed long-term capital gain	$ 73,839,567
Net unrealized appreciation (depreciation)	$ 354,192,996

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 3,813,704	$ 16,899,273
Long-term Capital Gains	148,970,854	19,302,851
Total	$ 152,784,558	$ 36,202,124

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $758,866,730 and $657,878,656, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .85% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 346,065	$ 6,112
Class T	.25%	.25%	268,038	110
Class B	.75%	.25%	72,196	54,146
Class C	.75%	.25%	438,167	78,130
			$ 1,124,466	$ 138,498

Annual Report

5. 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	$ 40,974
Class T	7,602
Class B*	9,371
Class C*	4,952
	$ 62,899

* 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. FIIOC receives 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, except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 413,829	.30
Class T	150,262	.28
Class B	21,652	.30
Class C	131,410	.30
Small Cap Value	3,956,103	.23
Institutional Class	283,320	.25
	$ 4,956,576

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,367,333	.34%	$ 359

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,842 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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. The value of securities loaned to FCM at period end was $3,305,772. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is

Annual Report

7. Security Lending - continued

presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $204,102, including $40,274 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Class A	$ 57,416	$ 602,963
Class T	-	175,083
Class B	-	8,350
Class C	-	50,685
Small Cap Value	2,736,678	13,136,446
Class F	858,633	1,502,640
Institutional Class	160,977	674,898
Total	$ 3,813,704	$ 16,151,065
From net realized gain
Class A	$ 8,369,079	$ 938,086
Class T	3,332,444	417,804
Class B	513,839	85,354
Class C	2,835,863	362,483
Small Cap Value	109,450,254	16,213,209
Class F	18,207,376	1,278,822
Institutional Class	6,261,999	755,301
Total	$ 148,970,854	$ 20,051,059

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class A
Shares sold	3,582,114	4,641,222	$ 51,112,084	$ 70,784,911
Reinvestment of distributions	639,382	98,821	7,957,627	1,412,739
Shares redeemed	(3,203,028)	(2,860,682)	(45,298,282)	(43,524,578)
Net increase (decrease)	1,018,468	1,879,361	$ 13,771,429	$ 28,673,072

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class T
Shares sold	1,074,645	1,830,956	$ 15,238,625	$ 27,619,849
Reinvestment of distributions	264,657	40,370	3,258,576	573,649
Shares redeemed	(1,066,289)	(1,537,319)	(14,773,000)	(23,500,005)
Net increase (decrease)	273,013	334,007	$ 3,724,201	$ 4,693,493
Class B
Shares sold	17,886	84,331	$ 244,464	$ 1,230,023
Reinvestment of distributions	36,117	5,817	433,889	79,168
Shares redeemed	(156,185)	(265,513)	(2,129,294)	(3,874,627)
Net increase (decrease)	(102,182)	(175,365)	$ (1,450,941)	$ (2,565,436)
Class C
Shares sold	840,854	1,131,174	$ 11,606,643	$ 16,672,873
Reinvestment of distributions	202,948	25,779	2,439,209	354,104
Shares redeemed	(895,789)	(848,659)	(12,102,998)	(12,648,504)
Net increase (decrease)	148,013	308,294	$ 1,942,854	$ 4,378,473
Small Cap Value
Shares sold	27,786,966	35,677,635	$ 403,227,336	$ 541,990,483
Reinvestment of distributions	8,564,707	1,987,755	107,820,730	28,460,668
Shares redeemed	(41,177,942)	(46,640,533)	(579,334,071)	(708,788,001)
Net increase (decrease)	(4,826,269)	(8,975,143)	$ (68,286,005)	$ (138,336,850)
Class F
Shares sold	17,383,615	11,644,633	$ 249,495,726	$ 177,097,711
Reinvestment of distributions	1,506,337	192,943	19,066,009	2,781,462
Shares redeemed	(1,906,027)	(2,052,505)	(26,618,099)	(32,200,197)
Net increase (decrease)	16,983,925	9,785,071	$ 241,943,636	$ 147,678,976
Institutional Class
Shares sold	4,662,732	4,417,342	$ 67,294,175	$ 67,359,213
Reinvestment of distributions	445,761	90,435	5,619,794	1,288,856
Shares redeemed	(2,373,514)	(3,788,938)	(33,655,059)	(58,540,522)
Net increase (decrease)	2,734,979	718,839	$ 39,258,910	$ 10,107,547

11. Other.

Annual Report

11. Other - continued

At the end of the period, the Fidelity Freedom Funds and Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 43% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap 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 Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap 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 July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (48)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Value Fund voted to pay on September 10, 2012 to shareholders of record at the opening of business on September 7, 2012, a distribution of $0.411 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.025 per share from net investment income.

Small Cap Value designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Small Cap Value designates 100% of the dividends distributed during the fiscal year as amounts which can 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 hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2012, $98,274,256, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

scv293

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Institutional Class (Class I) 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 noted that the investment performance of Institutional Class (Class I) of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Management Fee. 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 13% means that 87% 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 Value Fund

scv295

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 2011. 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 is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of the retail class and Class F ranked below its competitive median for 2011, the total expense ratio of Institutional Class ranked equal to its competitive median for 2011, and the total expense ratio of each of Class A, Class T, Class B, and Class C ranked above its competitive median for 2011. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) scv297
1-800-544-5555

Automated line for quickest service

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

SCV-UANN-0912
1.803705.107

Fidelity®

Small Cap Value

Fund
Class F

Annual Report

July 31, 2012

(Fidelity Cover Art)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Life of fund^A
Class F^B	3.90%	4.08%	8.72%

^AFrom November 3, 2004.

^BThe initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009 are those of Fidelity® Small Cap Value Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Value Fund - Class F on November 3, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period. The initial offering of Class F took place on June 26, 2009. See above for additional information regarding the performance of Class F.

svv313

Annual Report

Management's Discussion of Fund Performance

Comments from Charles Myers, Portfolio Manager of Fidelity® Small Cap Value Fund: For the year, the fund's Class F shares gained 3.90%, compared with 0.89% for the Russell 2000® Value Index. On the positive side, stock picking stood out in the consumer discretionary sector, with homebuilders Ryland Group, M.D.C. Holdings and Meritage Homes all adding to results. In industrials, my choices in commercial/professional services and capital goods helped, led by H&E Equipment Services, which rents commercial construction equipment, and commercial furniture manufacturer HNI, the fund's top relative contributor of the year. In health care, managed-care company Centene added value, as did Team Health Holdings, a provider of outsourced clinical services to hospitals. Conversely, by far the most detrimental sector in the portfolio was financials, led on the downside by regional bank TCF Financial. In the energy sector, Superior Energy Services, a provider of oil-field services, and independent oil producer Berry Petroleum were hampered by declining energy prices. Other relative detractors included banana producer Chiquita Brands International and United Stationers, a wholesaler of office stationery and business supplies. Several stocks were not in the index, and Centene was not 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 (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Class A	1.41%
Actual		$ 1,000.00	$ 1,015.70	$ 7.07
Hypothetical^A		$ 1,000.00	$ 1,017.85	$ 7.07
Class T	1.63%
Actual		$ 1,000.00	$ 1,015.20	$ 8.17
Hypothetical^A		$ 1,000.00	$ 1,016.76	$ 8.17
Class B	2.16%
Actual		$ 1,000.00	$ 1,012.10	$ 10.81
Hypothetical^A		$ 1,000.00	$ 1,014.12	$ 10.82
Class C	2.16%
Actual		$ 1,000.00	$ 1,012.80	$ 10.81
Hypothetical^A		$ 1,000.00	$ 1,014.12	$ 10.82
Small Cap Value	1.09%
Actual		$ 1,000.00	$ 1,018.30	$ 5.47
Hypothetical^A		$ 1,000.00	$ 1,019.44	$ 5.47
Class F	.87%
Actual		$ 1,000.00	$ 1,018.90	$ 4.37
Hypothetical^A		$ 1,000.00	$ 1,020.54	$ 4.37
Institutional Class	1.11%
Actual		$ 1,000.00	$ 1,017.60	$ 5.57
Hypothetical^A		$ 1,000.00	$ 1,019.34	$ 5.57

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Superior Energy Services, Inc.	3.0	1.7
DCT Industrial Trust, Inc.	2.8	2.7
TCF Financial Corp.	2.7	2.4
HNI Corp.	2.7	3.0
Berry Petroleum Co. Class A	2.6	1.9
Hanesbrands, Inc.	2.6	0.0
Team Health Holdings, Inc.	2.5	1.9
Platinum Underwriters Holdings Ltd.	2.4	2.3
WESCO International, Inc.	2.4	3.3
GrafTech International Ltd.	2.3	0.0
	26.0
Top Five Market Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	35.8	35.6
Industrials	14.1	15.2
Consumer Discretionary	14.0	13.5
Information Technology	11.0	11.5
Health Care	6.6	7.9

Asset Allocation (% of fund's net assets)
As of July 31, 2012*			As of January 31, 2012**
	Stocks 100.0%			Stocks 99.9%
	Short-Term Investments and Net Other Assets (Liabilities) ^† 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.1%
* Foreign investments		9.8%	** Foreign investments		9.1%

^†Amount represents less than 0.1%

svv322

Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value
CONSUMER DISCRETIONARY - 13.5%
Diversified Consumer Services - 2.0%
Regis Corp. (e)	3,100,000		$ 52,452,000
Household Durables - 6.1%
KB Home (d)	3,303,800		30,527,112
M.D.C. Holdings, Inc.	800,000		25,488,000
Meritage Homes Corp. (a)	700,000		24,570,000
Ryland Group, Inc.	1,375,000		32,835,000
Tempur-Pedic International, Inc. (a)(d)	1,800,000		51,282,000
			164,702,112
Media - 1.3%
Valassis Communications, Inc. (a)(d)	1,584,641		35,733,655
Specialty Retail - 1.5%
Asbury Automotive Group, Inc. (a)	800,000		20,928,000
Tsutsumi Jewelry Co. Ltd.	791,400		18,561,365
			39,489,365
Textiles, Apparel & Luxury Goods - 2.6%
Hanesbrands, Inc. (a)	2,300,000		69,046,000
TOTAL CONSUMER DISCRETIONARY			361,423,132
CONSUMER STAPLES - 3.7%
Food Products - 2.2%
Chiquita Brands International, Inc. (a)(d)(e)	3,375,000		17,482,500
Dean Foods Co. (a)	3,450,000		42,676,500
			60,159,000
Household Products - 1.5%
Spectrum Brands Holdings, Inc.	1,100,000		40,513,000
TOTAL CONSUMER STAPLES			100,672,000
ENERGY - 5.6%
Energy Equipment & Services - 3.0%
Superior Energy Services, Inc. (a)	3,800,000		82,345,999
Oil, Gas & Consumable Fuels - 2.6%
Berry Petroleum Co. Class A	1,825,000		69,386,500
TOTAL ENERGY			151,732,499
FINANCIALS - 35.0%
Capital Markets - 4.3%
Knight Capital Group, Inc. Class A (a)	4,350,000		44,935,500
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Monex Group, Inc.	149,703		$ 24,294,118
Waddell & Reed Financial, Inc. Class A	1,610,000		46,834,900
			116,064,518
Commercial Banks - 11.0%
Associated Banc-Corp.	4,432,650		55,363,799
CapitalSource, Inc.	7,000,000		45,850,000
City National Corp.	784,900		38,679,872
National Penn Bancshares, Inc.	4,266,604		37,716,779
PacWest Bancorp (e)	1,857,600		42,557,616
TCF Financial Corp.	7,000,000		72,310,000
Western Liberty Bancorp (a)(e)	992,899		2,879,407
			295,357,473
Insurance - 7.7%
Alterra Capital Holdings Ltd.	2,337,411		54,391,554
Aspen Insurance Holdings Ltd.	1,920,200		55,186,548
Platinum Underwriters Holdings Ltd. (e)	1,694,139		64,411,165
ProAssurance Corp.	350,000		31,349,500
			205,338,767
Real Estate Investment Trusts - 7.4%
DCT Industrial Trust, Inc.	11,980,586		74,998,468
Franklin Street Properties Corp.	3,160,000		32,769,200
Highwoods Properties, Inc. (SBI)	1,720,330		58,267,577
National Retail Properties, Inc. (d)	1,140,000		33,630,000
			199,665,245
Real Estate Management & Development - 0.9%
Forestar Group, Inc. (a)(e)	1,996,875		22,724,438
Thrifts & Mortgage Finance - 3.7%
Astoria Financial Corp. (d)(e)	5,418,152		51,038,992
Washington Federal, Inc.	3,086,175		49,162,768
			100,201,760
TOTAL FINANCIALS			939,352,201
HEALTH CARE - 6.6%
Health Care Equipment & Supplies - 1.1%
Integra LifeSciences Holdings Corp. (a)	750,000		28,845,000
Health Care Providers & Services - 5.5%
Chemed Corp.	465,200		29,200,604
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
MEDNAX, Inc. (a)	779,700		$ 51,561,561
Team Health Holdings, Inc. (a)	2,527,580		67,486,386
			148,248,551
TOTAL HEALTH CARE			177,093,551
INDUSTRIALS - 14.1%
Commercial Services & Supplies - 7.2%
ACCO Brands Corp.	2,200,000		18,634,000
HNI Corp. (e)	2,700,000		71,739,000
Knoll, Inc.	1,750,000		23,957,500
Quad/Graphics, Inc. (d)(e)	1,878,394		28,908,484
United Stationers, Inc.	1,980,800		49,935,968
			193,174,952
Electrical Equipment - 2.3%
GrafTech International Ltd. (a)	5,965,000		62,334,250
Machinery - 2.0%
Blount International, Inc. (a)(e)	2,604,723		37,039,161
Columbus McKinnon Corp. (NY Shares) (a)(e)	1,047,872		15,414,197
			52,453,358
Trading Companies & Distributors - 2.6%
H&E Equipment Services, Inc. (a)	376,625		5,317,945
WESCO International, Inc. (a)	1,153,633		64,268,894
			69,586,839
TOTAL INDUSTRIALS			377,549,399
INFORMATION TECHNOLOGY - 11.0%
Communications Equipment - 2.6%
Polycom, Inc. (a)	3,275,000		28,623,500
ViaSat, Inc. (a)	1,100,000		42,130,000
			70,753,500
Electronic Equipment & Components - 5.1%
Ingram Micro, Inc. Class A (a)	1,653,100		24,779,969
Macnica, Inc.	677,400		14,288,287
Ryoyo Electro Corp. (e)	1,972,700		20,552,790
SYNNEX Corp. (a)	790,000		26,725,700
Tech Data Corp. (a)	1,000,000		50,100,000
			136,446,746
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.4%
j2 Global, Inc. (d)	1,270,000		$ 38,011,100
Semiconductors & Semiconductor Equipment - 0.4%
Miraial Co. Ltd. (e)	720,200		10,410,478
Software - 1.5%
Monotype Imaging Holdings, Inc. (e)	2,652,331		38,936,219
TOTAL INFORMATION TECHNOLOGY			294,558,043
MATERIALS - 4.7%
Chemicals - 1.5%
PolyOne Corp.	2,800,000		41,244,000
Metals & Mining - 3.2%
Carpenter Technology Corp.	409,380		19,592,927
Haynes International, Inc.	496,108		23,907,445
RTI International Metals, Inc. (a)(e)	1,880,000		42,206,000
			85,706,372
TOTAL MATERIALS			126,950,372
UTILITIES - 4.5%
Electric Utilities - 1.6%
Westar Energy, Inc.	1,360,000		41,561,600
Gas Utilities - 2.9%
Southwest Gas Corp.	836,756		37,369,523
UGI Corp.	1,333,454		40,870,365
			78,239,888
TOTAL UTILITIES			119,801,488
TOTAL COMMON STOCKS (Cost $2,307,088,586)		2,649,132,685
Nonconvertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.5%
Household Durables - 0.5%
M/I Homes, Inc. Series A, 9.75% (a)	750,400		12,944,400
Nonconvertible Preferred Stocks - continued
	Shares		Value
FINANCIALS - 0.8%
Real Estate Investment Trusts - 0.8%
DDR Corp. Series H, 7.375%	818,790		$ 20,658,072
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $20,354,770)		33,602,472
Money Market Funds - 2.0%

Fidelity Cash Central Fund, 0.17% (b)	5,899,046		5,899,046
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	48,626,645		48,626,645
TOTAL MONEY MARKET FUNDS (Cost $54,525,691)		54,525,691
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $2,381,969,047)			2,737,260,848
NET OTHER ASSETS (LIABILITIES) - (2.0)%			(53,568,098)
NET ASSETS - 100%		$ 2,683,692,750

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 14,453
Fidelity Securities Lending Cash Central Fund	204,102
Total	$ 218,555

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Astoria Financial Corp.	$ 56,131,471	$ 5,135,258	$ -	$ 2,277,805	$ 51,038,992
Blount International, Inc.	43,316,543	-	-	-	37,039,161
Chiquita Brands International, Inc.	24,519,456	10,332,799	-	-	17,482,500
Columbus McKinnon Corp. (NY Shares)	15,792,000	1,137,487	-	-	15,414,197
DCT Industrial Trust, Inc.	74,961,776	-	8,396,655	3,414,064	-
Forestar Group, Inc.	-	24,473,760	-	-	22,724,438
H&E Equipment Services, Inc.	29,272,896	2,743,497	45,135,849	-	-
Haynes International, Inc.	42,301,857	-	8,879,973	446,653	-
HNI Corp.	49,131,621	19,653,848	17,053,493	2,539,706	71,739,000
Ingles Markets, Inc. Class A	10,225,970	-	9,904,080	78,182	-
M.D.C. Holdings, Inc.	54,813,423	-	45,064,374	2,311,800	-
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Miraial Co. Ltd.	$ 15,046,860	$ -	$ -	$ 516,374	$ 10,410,478
Monotype Imaging Holdings, Inc.	35,396,690	972,962	-	-	38,936,219
PacWest Bancorp	36,873,360	-	-	1,021,680	42,557,616
Platinum Underwriters Holdings Ltd.	54,169,091	3,610,350	-	542,124	64,411,165
Providence Service Corp.	12,045,466	-	15,255,161	-	-
Quad/Graphics, Inc.	-	25,545,548	-	469,599	28,908,484
Regis Corp.	60,080,486	-	16,882,099	952,998	52,452,000
RTI International Metals, Inc.	27,932,874	27,109,765	3,701,784	-	42,206,000
Ryoyo Electro Corp.	19,684,709	-	-	707,200	20,552,790
Western Liberty Bancorp	7,248,000	-	3,597,604	-	2,879,407
Total	$ 668,944,549	$ 120,715,274	$ 173,871,072	$ 15,278,185	$ 518,752,447

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 374,367,532	$ 355,806,167	$ 18,561,365	$ -
Consumer Staples	100,672,000	100,672,000	-	-
Energy	151,732,499	151,732,499	-	-
Financials	960,010,273	935,716,155	24,294,118	-
Health Care	177,093,551	177,093,551	-	-
Industrials	377,549,399	377,549,399	-	-
Information Technology	294,558,043	249,306,488	45,251,555	-
Materials	126,950,372	126,950,372	-	-
Utilities	119,801,488	119,801,488	-	-
Money Market Funds	54,525,691	54,525,691	-	-
Total Investments in Securities:	$ 2,737,260,848	$ 2,649,153,810	$ 88,107,038	$ -

Transfers	Total
Level 1 to Level 2	$ 70,981,657
Level 2 to Level 1	$ 0

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $46,940,525) - See accompanying schedule: Unaffiliated issuers (cost $1,850,015,930)	$ 2,163,982,710
Fidelity Central Funds (cost $54,525,691)	54,525,691
Other affiliated issuers (cost $477,427,426)	518,752,447
Total Investments (cost $2,381,969,047)		$ 2,737,260,848
Receivable for investments sold		7,962
Receivable for fund shares sold		3,346,245
Dividends receivable		2,366,103
Distributions receivable from Fidelity Central Funds		31,400
Other receivables		10,660
Total assets		2,743,023,218

Liabilities
Payable for investments purchased	$ 6,165,626
Payable for fund shares redeemed	2,135,374
Accrued management fee	1,742,888
Distribution and service plan fees payable	100,792
Other affiliated payables	499,987
Other payables and accrued expenses	59,156
Collateral on securities loaned, at value	48,626,645
Total liabilities		59,330,468

Net Assets		$ 2,683,692,750
Net Assets consist of:
Paid in capital		$ 2,251,063,836
Undistributed net investment income		4,596,351
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		72,740,139
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		355,292,424
Net Assets		$ 2,683,692,750

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

Annual Report

Statement of Assets and Liabilities - continued

	July 31, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($150,285,327 ÷ 10,110,871 shares)		$ 14.86

Maximum offering price per share (100/94.25 of $14.86)		$ 15.77
Class T: Net Asset Value and redemption price per share ($57,514,280 ÷ 3,913,423 shares)		$ 14.70

Maximum offering price per share (100/96.50 of $14.70)		$ 15.23
Class B: Net Asset Value and offering price per share ($6,674,942 ÷ 467,617 shares)^A		$ 14.27

Class C: Net Asset Value and offering price per share ($47,265,102 ÷ 3,310,493 shares)^A		$ 14.28


Small Cap Value: Net Asset Value, offering price and redemption price per share ($1,756,962,176 ÷ 116,773,340 shares)		$ 15.05

Class F: Net Asset Value, offering price and redemption price per share ($526,009,440 ÷ 34,859,047 shares)		$ 15.09

Institutional Class: Net Asset Value, offering price and redemption price per share ($138,981,483 ÷ 9,231,738 shares)		$ 15.05

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2012

Investment Income
Dividends (including $15,278,185 earned from other affiliated issuers)		$ 37,030,660
Interest		68
Income from Fidelity Central Funds		218,555
Total income		37,249,283

Expenses
Management fee Basic fee	$ 17,249,880
Performance adjustment	3,419,705
Transfer agent fees	4,956,576
Distribution and service plan fees	1,124,466
Accounting and security lending fees	740,848
Custodian fees and expenses	47,382
Independent trustees' compensation	15,923
Registration fees	132,426
Audit	69,124
Legal	7,688
Interest	359
Miscellaneous	25,296
Total expenses before reductions	27,789,673
Expense reductions	(31,201)	27,758,472
Net investment income (loss)		9,490,811
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	99,604,672
Other affiliated issuers	57,534
Foreign currency transactions	(5,054)
Total net realized gain (loss)		99,657,152
Change in net unrealized appreciation (depreciation) on: Investment securities	(37,717,980)
Assets and liabilities in foreign currencies	(6,920)
Total change in net unrealized appreciation (depreciation)		(37,724,900)
Net gain (loss)		61,932,252
Net increase (decrease) in net assets resulting from operations		$ 71,423,063

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,490,811	$ 8,365,475
Net realized gain (loss)	99,657,152	155,481,563
Change in net unrealized appreciation (depreciation)	(37,724,900)	203,701,455
Net increase (decrease) in net assets resulting from operations	71,423,063	367,548,493
Distributions to shareholders from net investment income	(3,813,704)	(16,151,065)
Distributions to shareholders from net realized gain	(148,970,854)	(20,051,059)
Total distributions	(152,784,558)	(36,202,124)
Share transactions - net increase (decrease)	230,904,084	54,629,275
Redemption fees	569,163	445,888
Total increase (decrease) in net assets	150,111,752	386,421,532

Net Assets
Beginning of period	2,533,580,998	2,147,159,466
End of period (including undistributed net investment income of $4,596,351 and $0, respectively)	$ 2,683,692,750	$ 2,533,580,998

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.48	$ 13.45	$ 11.13	$ 11.82	$ 14.34
Income from Investment Operations
Net investment income (loss) ^C	.01	.01 ^F	.02 ^G	.08	(.01)
Net realized and unrealized gain (loss)	.30	2.22	2.33	(.60)	(1.98)
Total from investment operations	.31	2.23	2.35	(.52)	(1.99)
Distributions from net investment income	(.01)	(.08)	(.03)	(.06)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93) ^J	(.20)	(.03)	(.17)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.86	$ 15.48	$ 13.45	$ 11.13	$ 11.82
Total Return ^{A, B}	3.24%	16.72%	21.16%	(4.37)%	(14.35)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.44%	1.44%	1.47%	1.45%	1.43%
Expenses net of fee waivers, if any	1.44%	1.43%	1.40%	1.40%	1.40%
Expenses net of all reductions	1.44%	1.43%	1.39%	1.40%	1.40%
Net investment income (loss)	.09%	.06% ^F	.17% ^G	.81%	(.05)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 150,285	$ 140,707	$ 96,994	$ 55,029	$ 52,446
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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.

^J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.34	$ 13.34	$ 11.05	$ 11.74	$ 14.28
Income from Investment Operations
Net investment income (loss) ^C	(.02)	(.03) ^F	(.01) ^G	.05	(.04)
Net realized and unrealized gain (loss)	.31	2.20	2.31	(.59)	(1.97)
Total from investment operations	.29	2.17	2.30	(.54)	(2.01)
Distributions from net investment income	-	(.05)	(.01)	(.04)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.17)	(.01)	(.15)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.70	$ 15.34	$ 13.34	$ 11.05	$ 11.74
Total Return ^{A, B}	3.08%	16.36%	20.87%	(4.57)%	(14.58)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.67%	1.70%	1.72%	1.70%	1.68%
Expenses net of fee waivers, if any	1.67%	1.69%	1.65%	1.65%	1.65%
Expenses net of all reductions	1.67%	1.69%	1.64%	1.65%	1.65%
Net investment income (loss)	(.14)%	(.19)% ^F	(.08)% ^G	.56%	(.30)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 57,514	$ 55,845	$ 44,091	$ 28,534	$ 32,091
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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 - Class B

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.00	$ 13.08	$ 10.88	$ 11.60	$ 14.19
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.10) ^F	(.07) ^G	.01	(.10)
Net realized and unrealized gain (loss)	.29	2.15	2.27	(.59)	(1.96)
Total from investment operations	.20	2.05	2.20	(.58)	(2.06)
Distributions from net investment income	-	(.01)	-	(.03)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.13)	-	(.14)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.27	$ 15.00	$ 13.08	$ 10.88	$ 11.60
Total Return ^{A, B}	2.51%	15.80%	20.22%	(5.05)%	(15.04)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.19%	2.20%	2.22%	2.20%	2.18%
Expenses net of fee waivers, if any	2.19%	2.19%	2.15%	2.15%	2.15%
Expenses net of all reductions	2.19%	2.19%	2.14%	2.15%	2.15%
Net investment income (loss)	(.66)%	(.69)% ^F	(.58)% ^G	.06%	(.80)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,675	$ 8,549	$ 9,747	$ 7,153	$ 7,886
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^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 reductions from 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 - Class C

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.01	$ 13.08	$ 10.89	$ 11.60	$ 14.19
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.10) ^F	(.07) ^G	.01	(.10)
Net realized and unrealized gain (loss)	.29	2.17	2.26	(.58)	(1.96)
Total from investment operations	.20	2.07	2.19	(.57)	(2.06)
Distributions from net investment income	-	(.02)	-	(.03)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.14)	-	(.14)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.28	$ 15.01	$ 13.08	$ 10.89	$ 11.60
Total Return ^{A, B}	2.52%	15.91%	20.11%	(4.98)%	(15.04)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.19%	2.18%	2.22%	2.20%	2.18%
Expenses net of fee waivers, if any	2.19%	2.18%	2.15%	2.15%	2.15%
Expenses net of all reductions	2.19%	2.18%	2.14%	2.15%	2.15%
Net investment income (loss)	(.66)%	(.68)% ^F	(.58)% ^G	.06%	(.80)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 47,265	$ 47,457	$ 37,346	$ 21,345	$ 20,924
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^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 reductions from 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 - Small Cap Value

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.62	$ 13.56	$ 11.22	$ 11.91	$ 14.43
Income from Investment Operations
Net investment income (loss) ^B	.06	.06 ^E	.05 ^F	.10	.03
Net realized and unrealized gain (loss)	.32	2.23	2.34	(.60)	(1.99)
Total from investment operations	.38	2.29	2.39	(.50)	(1.96)
Distributions from net investment income	(.02)	(.10)	(.05)	(.08)	-
Distributions from net realized gain	(.93)	(.13)	-	(.11)	(.56)
Total distributions	(.95)	(.23)	(.05)	(.19)	(.56)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 15.05	$ 15.62	$ 13.56	$ 11.22	$ 11.91
Total Return ^A	3.67%	17.03%	21.32%	(4.15)%	(14.10)%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	1.13%	1.13%	1.18%	1.20%	1.14%
Expenses net of fee waivers, if any	1.13%	1.13%	1.18%	1.20%	1.14%
Expenses net of all reductions	1.13%	1.13%	1.17%	1.20%	1.13%
Net investment income (loss)	.41%	.37% ^E	.39% ^F	1.01%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,756,962	$ 1,899,805	$ 1,770,675	$ 1,488,736	$ 1,136,860
Portfolio turnover rate ^D	27%	22%	49%	51%	149%

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

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

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

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

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2012	2011	2010	2009 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 15.64	$ 13.58	$ 11.22	$ 10.27
Income from Investment Operations
Net investment income (loss) ^D	.09	.09 ^G	.09 ^H	.01
Net realized and unrealized gain (loss)	.32	2.23	2.34	.94
Total from investment operations	.41	2.32	2.43	.95
Distributions from net investment income	(.04)	(.14)	(.07)	-
Distributions from net realized gain	(.93)	(.13)	-	-
Total distributions	(.96) ^L	(.26) ^M	(.07)	-
Redemption fees added to paid in capital ^{D, K}	-	-	-	-
Net asset value, end of period	$ 15.09	$ 15.64	$ 13.58	$ 11.22
Total Return ^{B, C}	3.90%	17.31%	21.69%	9.25%
Ratios to Average Net Assets ^{E, J}
Expenses before reductions	.89%	.88%	.90%	.86% ^A
Expenses net of fee waivers, if any	.89%	.88%	.90%	.86% ^A
Expenses net of all reductions	.89%	.88%	.89%	.86% ^A
Net investment income (loss)	.64%	.61% ^G	.67% ^H	.64% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 526,009	$ 279,653	$ 109,868	$ 159
Portfolio turnover rate ^F	27%	22%	49%	51%

^A Annualized

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

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

^I For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

^L Total distributions of $.96 per share is comprised of distributions from net investment income of $.036 and distributions from net realized gain of $.925 per share.

^M Total distributions of $.26 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.126 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.63	$ 13.58	$ 11.24	$ 11.91	$ 14.43
Income from Investment Operations
Net investment income (loss) ^B	.06	.06 ^E	.06 ^F	.10	.03
Net realized and unrealized gain (loss)	.31	2.23	2.34	(.59)	(1.99)
Total from investment operations	.37	2.29	2.40	(.49)	(1.96)
Distributions from net investment income	(.02)	(.11)	(.06)	(.07)	-
Distributions from net realized gain	(.93)	(.13)	-	(.11)	(.56)
Total distributions	(.95)	(.24)	(.06)	(.18)	(.56)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 15.05	$ 15.63	$ 13.58	$ 11.24	$ 11.91
Total Return ^A	3.59%	17.02%	21.42%	(4.04)%	(14.10)%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	1.14%	1.10%	1.12%	1.20%	1.13%
Expenses net of fee waivers, if any	1.14%	1.10%	1.12%	1.15%	1.13%
Expenses net of all reductions	1.14%	1.10%	1.12%	1.15%	1.13%
Net investment income (loss)	.39%	.39% ^E	.45% ^F	1.06%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 138,981	$ 101,565	$ 78,440	$ 10,336	$ 8,584
Portfolio turnover rate ^D	27%	22%	49%	51%	149%

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

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

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

^H 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 July 31, 2012

1. Organization.

2. Investments in Fidelity Central Funds.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 491,346,133
Gross unrealized depreciation	(137,153,760)
Net unrealized appreciation (depreciation) on securities and other investments	$ 354,192,373

Tax Cost	$ 2,383,068,475

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

Undistributed ordinary income	$ 4,596,351
Undistributed long-term capital gain	$ 73,839,567
Net unrealized appreciation (depreciation)	$ 354,192,996

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 3,813,704	$ 16,899,273
Long-term Capital Gains	148,970,854	19,302,851
Total	$ 152,784,558	$ 36,202,124

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $758,866,730 and $657,878,656, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .85% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 346,065	$ 6,112
Class T	.25%	.25%	268,038	110
Class B	.75%	.25%	72,196	54,146
Class C	.75%	.25%	438,167	78,130
			$ 1,124,466	$ 138,498

Annual Report

5. 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	$ 40,974
Class T	7,602
Class B*	9,371
Class C*	4,952
	$ 62,899

* 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. FIIOC receives 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, except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 413,829	.30
Class T	150,262	.28
Class B	21,652	.30
Class C	131,410	.30
Small Cap Value	3,956,103	.23
Institutional Class	283,320	.25
	$ 4,956,576

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,367,333	.34%	$ 359

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,842 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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. The value of securities loaned to FCM at period end was $3,305,772. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is

Annual Report

7. Security Lending - continued

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Class A	$ 57,416	$ 602,963
Class T	-	175,083
Class B	-	8,350
Class C	-	50,685
Small Cap Value	2,736,678	13,136,446
Class F	858,633	1,502,640
Institutional Class	160,977	674,898
Total	$ 3,813,704	$ 16,151,065
From net realized gain
Class A	$ 8,369,079	$ 938,086
Class T	3,332,444	417,804
Class B	513,839	85,354
Class C	2,835,863	362,483
Small Cap Value	109,450,254	16,213,209
Class F	18,207,376	1,278,822
Institutional Class	6,261,999	755,301
Total	$ 148,970,854	$ 20,051,059

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class A
Shares sold	3,582,114	4,641,222	$ 51,112,084	$ 70,784,911
Reinvestment of distributions	639,382	98,821	7,957,627	1,412,739
Shares redeemed	(3,203,028)	(2,860,682)	(45,298,282)	(43,524,578)
Net increase (decrease)	1,018,468	1,879,361	$ 13,771,429	$ 28,673,072

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class T
Shares sold	1,074,645	1,830,956	$ 15,238,625	$ 27,619,849
Reinvestment of distributions	264,657	40,370	3,258,576	573,649
Shares redeemed	(1,066,289)	(1,537,319)	(14,773,000)	(23,500,005)
Net increase (decrease)	273,013	334,007	$ 3,724,201	$ 4,693,493
Class B
Shares sold	17,886	84,331	$ 244,464	$ 1,230,023
Reinvestment of distributions	36,117	5,817	433,889	79,168
Shares redeemed	(156,185)	(265,513)	(2,129,294)	(3,874,627)
Net increase (decrease)	(102,182)	(175,365)	$ (1,450,941)	$ (2,565,436)
Class C
Shares sold	840,854	1,131,174	$ 11,606,643	$ 16,672,873
Reinvestment of distributions	202,948	25,779	2,439,209	354,104
Shares redeemed	(895,789)	(848,659)	(12,102,998)	(12,648,504)
Net increase (decrease)	148,013	308,294	$ 1,942,854	$ 4,378,473
Small Cap Value
Shares sold	27,786,966	35,677,635	$ 403,227,336	$ 541,990,483
Reinvestment of distributions	8,564,707	1,987,755	107,820,730	28,460,668
Shares redeemed	(41,177,942)	(46,640,533)	(579,334,071)	(708,788,001)
Net increase (decrease)	(4,826,269)	(8,975,143)	$ (68,286,005)	$ (138,336,850)
Class F
Shares sold	17,383,615	11,644,633	$ 249,495,726	$ 177,097,711
Reinvestment of distributions	1,506,337	192,943	19,066,009	2,781,462
Shares redeemed	(1,906,027)	(2,052,505)	(26,618,099)	(32,200,197)
Net increase (decrease)	16,983,925	9,785,071	$ 241,943,636	$ 147,678,976
Institutional Class
Shares sold	4,662,732	4,417,342	$ 67,294,175	$ 67,359,213
Reinvestment of distributions	445,761	90,435	5,619,794	1,288,856
Shares redeemed	(2,373,514)	(3,788,938)	(33,655,059)	(58,540,522)
Net increase (decrease)	2,734,979	718,839	$ 39,258,910	$ 10,107,547

11. Other.

Annual Report

11. Other - continued

At the end of the period, the Fidelity Freedom Funds and Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 43% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap 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 Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap 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 July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trusts or various entities under common control with FMR.

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (48)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Value Fund voted to pay to shareholders of record at the opening of business, 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	Dividends	Capital Gains
Class F	09/10/12	09/07/12	$0.045	$0.411

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

Class F designates 100% of the dividends distributed during the fiscal year as amounts which can 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 hereby designates as a capital gain dividend with respect to the taxable year ended July 31,2012, $98,274,256, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

svv324

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Management Fee. 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 13% means that 87% 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 Value Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011. 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 is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

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

SCV-F-ANN-0912
1.891896.103

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Value

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

Annual Report

July 31, 2012

(Fidelity Cover Art)

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

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Life of fund^A
Class A (incl. 5.75% sales charge)	-2.70%	2.42%	7.48%
Class T (incl. 3.50% sales charge)	-0.53%	2.66%	7.55%
Class B (incl. contingent deferred sales charge) ^B	-2.24%	2.50%	7.57%
Class C (incl. contingent deferred sales charge) ^C	1.56%	2.87%	7.51%

^AFrom November 3, 2004.

^BClass B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

^CClass C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Value Fund - Class A on November 3, 2004, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period.

avv77495

Annual Report

Management's Discussion of Fund Performance

Comments from Charles Myers, Portfolio Manager of Fidelity Advisor® Small Cap Value Fund: For the year, the fund's Class A, Class T, Class B and Class C shares gained 3.24%, 3.08%, 2.51% and 2.52%, respectively (excluding sales charges), compared with 0.89% for the Russell 2000® Value Index. On the positive side, stock picking stood out in the consumer discretionary sector, with homebuilders Ryland Group, M.D.C. Holdings and Meritage Homes all adding to results. In industrials, my choices in commercial/professional services and capital goods helped, led by H&E Equipment Services, which rents commercial construction equipment, and commercial furniture manufacturer HNI, the fund's top relative contributor of the year. In health care, managed-care company Centene added value, as did Team Health Holdings, a provider of outsourced clinical services to hospitals. Conversely, by far the most detrimental sector in the portfolio was financials, led on the downside by regional bank TCF Financial. In the energy sector, Superior Energy Services, a provider of oil-field services, and independent oil producer Berry Petroleum were hampered by declining energy prices. Other relative detractors included banana producer Chiquita Brands International and United Stationers, a wholesaler of office stationery and business supplies. Several stocks mentioned were not in the index, and Centene was not 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 (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Class A	1.41%
Actual		$ 1,000.00	$ 1,015.70	$ 7.07
Hypothetical^A		$ 1,000.00	$ 1,017.85	$ 7.07
Class T	1.63%
Actual		$ 1,000.00	$ 1,015.20	$ 8.17
Hypothetical^A		$ 1,000.00	$ 1,016.76	$ 8.17
Class B	2.16%
Actual		$ 1,000.00	$ 1,012.10	$ 10.81
Hypothetical^A		$ 1,000.00	$ 1,014.12	$ 10.82
Class C	2.16%
Actual		$ 1,000.00	$ 1,012.80	$ 10.81
Hypothetical^A		$ 1,000.00	$ 1,014.12	$ 10.82
Small Cap Value	1.09%
Actual		$ 1,000.00	$ 1,018.30	$ 5.47
Hypothetical^A		$ 1,000.00	$ 1,019.44	$ 5.47
Class F	.87%
Actual		$ 1,000.00	$ 1,018.90	$ 4.37
Hypothetical^A		$ 1,000.00	$ 1,020.54	$ 4.37
Institutional Class	1.11%
Actual		$ 1,000.00	$ 1,017.60	$ 5.57
Hypothetical^A		$ 1,000.00	$ 1,019.34	$ 5.57

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Superior Energy Services, Inc.	3.0	1.7
DCT Industrial Trust, Inc.	2.8	2.7
TCF Financial Corp.	2.7	2.4
HNI Corp.	2.7	3.0
Berry Petroleum Co. Class A	2.6	1.9
Hanesbrands, Inc.	2.6	0.0
Team Health Holdings, Inc.	2.5	1.9
Platinum Underwriters Holdings Ltd.	2.4	2.3
WESCO International, Inc.	2.4	3.3
GrafTech International Ltd.	2.3	0.0
	26.0
Top Five Market Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	35.8	35.6
Industrials	14.1	15.2
Consumer Discretionary	14.0	13.5
Information Technology	11.0	11.5
Health Care	6.6	7.9

Asset Allocation (% of fund's net assets)
As of July 31, 2012*			As of January 31, 2012**
	Stocks 100.0%			Stocks 99.9%
	Short-Term Investments and Net Other Assets (Liabilities) ^† 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.1%
* Foreign investments		9.8%	** Foreign investments		9.1%

^†Amount represents less than 0.1%

avv77504

Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value
CONSUMER DISCRETIONARY - 13.5%
Diversified Consumer Services - 2.0%
Regis Corp. (e)	3,100,000		$ 52,452,000
Household Durables - 6.1%
KB Home (d)	3,303,800		30,527,112
M.D.C. Holdings, Inc.	800,000		25,488,000
Meritage Homes Corp. (a)	700,000		24,570,000
Ryland Group, Inc.	1,375,000		32,835,000
Tempur-Pedic International, Inc. (a)(d)	1,800,000		51,282,000
			164,702,112
Media - 1.3%
Valassis Communications, Inc. (a)(d)	1,584,641		35,733,655
Specialty Retail - 1.5%
Asbury Automotive Group, Inc. (a)	800,000		20,928,000
Tsutsumi Jewelry Co. Ltd.	791,400		18,561,365
			39,489,365
Textiles, Apparel & Luxury Goods - 2.6%
Hanesbrands, Inc. (a)	2,300,000		69,046,000
TOTAL CONSUMER DISCRETIONARY			361,423,132
CONSUMER STAPLES - 3.7%
Food Products - 2.2%
Chiquita Brands International, Inc. (a)(d)(e)	3,375,000		17,482,500
Dean Foods Co. (a)	3,450,000		42,676,500
			60,159,000
Household Products - 1.5%
Spectrum Brands Holdings, Inc.	1,100,000		40,513,000
TOTAL CONSUMER STAPLES			100,672,000
ENERGY - 5.6%
Energy Equipment & Services - 3.0%
Superior Energy Services, Inc. (a)	3,800,000		82,345,999
Oil, Gas & Consumable Fuels - 2.6%
Berry Petroleum Co. Class A	1,825,000		69,386,500
TOTAL ENERGY			151,732,499
FINANCIALS - 35.0%
Capital Markets - 4.3%
Knight Capital Group, Inc. Class A (a)	4,350,000		44,935,500
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Monex Group, Inc.	149,703		$ 24,294,118
Waddell & Reed Financial, Inc. Class A	1,610,000		46,834,900
			116,064,518
Commercial Banks - 11.0%
Associated Banc-Corp.	4,432,650		55,363,799
CapitalSource, Inc.	7,000,000		45,850,000
City National Corp.	784,900		38,679,872
National Penn Bancshares, Inc.	4,266,604		37,716,779
PacWest Bancorp (e)	1,857,600		42,557,616
TCF Financial Corp.	7,000,000		72,310,000
Western Liberty Bancorp (a)(e)	992,899		2,879,407
			295,357,473
Insurance - 7.7%
Alterra Capital Holdings Ltd.	2,337,411		54,391,554
Aspen Insurance Holdings Ltd.	1,920,200		55,186,548
Platinum Underwriters Holdings Ltd. (e)	1,694,139		64,411,165
ProAssurance Corp.	350,000		31,349,500
			205,338,767
Real Estate Investment Trusts - 7.4%
DCT Industrial Trust, Inc.	11,980,586		74,998,468
Franklin Street Properties Corp.	3,160,000		32,769,200
Highwoods Properties, Inc. (SBI)	1,720,330		58,267,577
National Retail Properties, Inc. (d)	1,140,000		33,630,000
			199,665,245
Real Estate Management & Development - 0.9%
Forestar Group, Inc. (a)(e)	1,996,875		22,724,438
Thrifts & Mortgage Finance - 3.7%
Astoria Financial Corp. (d)(e)	5,418,152		51,038,992
Washington Federal, Inc.	3,086,175		49,162,768
			100,201,760
TOTAL FINANCIALS			939,352,201
HEALTH CARE - 6.6%
Health Care Equipment & Supplies - 1.1%
Integra LifeSciences Holdings Corp. (a)	750,000		28,845,000
Health Care Providers & Services - 5.5%
Chemed Corp.	465,200		29,200,604
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
MEDNAX, Inc. (a)	779,700		$ 51,561,561
Team Health Holdings, Inc. (a)	2,527,580		67,486,386
			148,248,551
TOTAL HEALTH CARE			177,093,551
INDUSTRIALS - 14.1%
Commercial Services & Supplies - 7.2%
ACCO Brands Corp.	2,200,000		18,634,000
HNI Corp. (e)	2,700,000		71,739,000
Knoll, Inc.	1,750,000		23,957,500
Quad/Graphics, Inc. (d)(e)	1,878,394		28,908,484
United Stationers, Inc.	1,980,800		49,935,968
			193,174,952
Electrical Equipment - 2.3%
GrafTech International Ltd. (a)	5,965,000		62,334,250
Machinery - 2.0%
Blount International, Inc. (a)(e)	2,604,723		37,039,161
Columbus McKinnon Corp. (NY Shares) (a)(e)	1,047,872		15,414,197
			52,453,358
Trading Companies & Distributors - 2.6%
H&E Equipment Services, Inc. (a)	376,625		5,317,945
WESCO International, Inc. (a)	1,153,633		64,268,894
			69,586,839
TOTAL INDUSTRIALS			377,549,399
INFORMATION TECHNOLOGY - 11.0%
Communications Equipment - 2.6%
Polycom, Inc. (a)	3,275,000		28,623,500
ViaSat, Inc. (a)	1,100,000		42,130,000
			70,753,500
Electronic Equipment & Components - 5.1%
Ingram Micro, Inc. Class A (a)	1,653,100		24,779,969
Macnica, Inc.	677,400		14,288,287
Ryoyo Electro Corp. (e)	1,972,700		20,552,790
SYNNEX Corp. (a)	790,000		26,725,700
Tech Data Corp. (a)	1,000,000		50,100,000
			136,446,746
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.4%
j2 Global, Inc. (d)	1,270,000		$ 38,011,100
Semiconductors & Semiconductor Equipment - 0.4%
Miraial Co. Ltd. (e)	720,200		10,410,478
Software - 1.5%
Monotype Imaging Holdings, Inc. (e)	2,652,331		38,936,219
TOTAL INFORMATION TECHNOLOGY			294,558,043
MATERIALS - 4.7%
Chemicals - 1.5%
PolyOne Corp.	2,800,000		41,244,000
Metals & Mining - 3.2%
Carpenter Technology Corp.	409,380		19,592,927
Haynes International, Inc.	496,108		23,907,445
RTI International Metals, Inc. (a)(e)	1,880,000		42,206,000
			85,706,372
TOTAL MATERIALS			126,950,372
UTILITIES - 4.5%
Electric Utilities - 1.6%
Westar Energy, Inc.	1,360,000		41,561,600
Gas Utilities - 2.9%
Southwest Gas Corp.	836,756		37,369,523
UGI Corp.	1,333,454		40,870,365
			78,239,888
TOTAL UTILITIES			119,801,488
TOTAL COMMON STOCKS (Cost $2,307,088,586)		2,649,132,685
Nonconvertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.5%
Household Durables - 0.5%
M/I Homes, Inc. Series A, 9.75% (a)	750,400		12,944,400
Nonconvertible Preferred Stocks - continued
	Shares		Value
FINANCIALS - 0.8%
Real Estate Investment Trusts - 0.8%
DDR Corp. Series H, 7.375%	818,790		$ 20,658,072
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $20,354,770)		33,602,472
Money Market Funds - 2.0%

Fidelity Cash Central Fund, 0.17% (b)	5,899,046		5,899,046
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	48,626,645		48,626,645
TOTAL MONEY MARKET FUNDS (Cost $54,525,691)		54,525,691
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $2,381,969,047)			2,737,260,848
NET OTHER ASSETS (LIABILITIES) - (2.0)%			(53,568,098)
NET ASSETS - 100%		$ 2,683,692,750

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 14,453
Fidelity Securities Lending Cash Central Fund	204,102
Total	$ 218,555

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Astoria Financial Corp.	$ 56,131,471	$ 5,135,258	$ -	$ 2,277,805	$ 51,038,992
Blount International, Inc.	43,316,543	-	-	-	37,039,161
Chiquita Brands International, Inc.	24,519,456	10,332,799	-	-	17,482,500
Columbus McKinnon Corp. (NY Shares)	15,792,000	1,137,487	-	-	15,414,197
DCT Industrial Trust, Inc.	74,961,776	-	8,396,655	3,414,064	-
Forestar Group, Inc.	-	24,473,760	-	-	22,724,438
H&E Equipment Services, Inc.	29,272,896	2,743,497	45,135,849	-	-
Haynes International, Inc.	42,301,857	-	8,879,973	446,653	-
HNI Corp.	49,131,621	19,653,848	17,053,493	2,539,706	71,739,000
Ingles Markets, Inc. Class A	10,225,970	-	9,904,080	78,182	-
M.D.C. Holdings, Inc.	54,813,423	-	45,064,374	2,311,800	-
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Miraial Co. Ltd.	$ 15,046,860	$ -	$ -	$ 516,374	$ 10,410,478
Monotype Imaging Holdings, Inc.	35,396,690	972,962	-	-	38,936,219
PacWest Bancorp	36,873,360	-	-	1,021,680	42,557,616
Platinum Underwriters Holdings Ltd.	54,169,091	3,610,350	-	542,124	64,411,165
Providence Service Corp.	12,045,466	-	15,255,161	-	-
Quad/Graphics, Inc.	-	25,545,548	-	469,599	28,908,484
Regis Corp.	60,080,486	-	16,882,099	952,998	52,452,000
RTI International Metals, Inc.	27,932,874	27,109,765	3,701,784	-	42,206,000
Ryoyo Electro Corp.	19,684,709	-	-	707,200	20,552,790
Western Liberty Bancorp	7,248,000	-	3,597,604	-	2,879,407
Total	$ 668,944,549	$ 120,715,274	$ 173,871,072	$ 15,278,185	$ 518,752,447

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 374,367,532	$ 355,806,167	$ 18,561,365	$ -
Consumer Staples	100,672,000	100,672,000	-	-
Energy	151,732,499	151,732,499	-	-
Financials	960,010,273	935,716,155	24,294,118	-
Health Care	177,093,551	177,093,551	-	-
Industrials	377,549,399	377,549,399	-	-
Information Technology	294,558,043	249,306,488	45,251,555	-
Materials	126,950,372	126,950,372	-	-
Utilities	119,801,488	119,801,488	-	-
Money Market Funds	54,525,691	54,525,691	-	-
Total Investments in Securities:	$ 2,737,260,848	$ 2,649,153,810	$ 88,107,038	$ -

Transfers	Total
Level 1 to Level 2	$ 70,981,657
Level 2 to Level 1	$ 0

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $46,940,525) - See accompanying schedule: Unaffiliated issuers (cost $1,850,015,930)	$ 2,163,982,710
Fidelity Central Funds (cost $54,525,691)	54,525,691
Other affiliated issuers (cost $477,427,426)	518,752,447
Total Investments (cost $2,381,969,047)		$ 2,737,260,848
Receivable for investments sold		7,962
Receivable for fund shares sold		3,346,245
Dividends receivable		2,366,103
Distributions receivable from Fidelity Central Funds		31,400
Other receivables		10,660
Total assets		2,743,023,218

Liabilities
Payable for investments purchased	$ 6,165,626
Payable for fund shares redeemed	2,135,374
Accrued management fee	1,742,888
Distribution and service plan fees payable	100,792
Other affiliated payables	499,987
Other payables and accrued expenses	59,156
Collateral on securities loaned, at value	48,626,645
Total liabilities		59,330,468

Net Assets		$ 2,683,692,750
Net Assets consist of:
Paid in capital		$ 2,251,063,836
Undistributed net investment income		4,596,351
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		72,740,139
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		355,292,424
Net Assets		$ 2,683,692,750

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

Annual Report

Statement of Assets and Liabilities - continued

	July 31, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($150,285,327 ÷ 10,110,871 shares)		$ 14.86

Maximum offering price per share (100/94.25 of $14.86)		$ 15.77
Class T: Net Asset Value and redemption price per share ($57,514,280 ÷ 3,913,423 shares)		$ 14.70

Maximum offering price per share (100/96.50 of $14.70)		$ 15.23
Class B: Net Asset Value and offering price per share ($6,674,942 ÷ 467,617 shares)^A		$ 14.27

Class C: Net Asset Value and offering price per share ($47,265,102 ÷ 3,310,493 shares)^A		$ 14.28


Small Cap Value: Net Asset Value, offering price and redemption price per share ($1,756,962,176 ÷ 116,773,340 shares)		$ 15.05

Class F: Net Asset Value, offering price and redemption price per share ($526,009,440 ÷ 34,859,047 shares)		$ 15.09

Institutional Class: Net Asset Value, offering price and redemption price per share ($138,981,483 ÷ 9,231,738 shares)		$ 15.05

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2012

Investment Income
Dividends (including $15,278,185 earned from other affiliated issuers)		$ 37,030,660
Interest		68
Income from Fidelity Central Funds		218,555
Total income		37,249,283

Expenses
Management fee Basic fee	$ 17,249,880
Performance adjustment	3,419,705
Transfer agent fees	4,956,576
Distribution and service plan fees	1,124,466
Accounting and security lending fees	740,848
Custodian fees and expenses	47,382
Independent trustees' compensation	15,923
Registration fees	132,426
Audit	69,124
Legal	7,688
Interest	359
Miscellaneous	25,296
Total expenses before reductions	27,789,673
Expense reductions	(31,201)	27,758,472
Net investment income (loss)		9,490,811
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	99,604,672
Other affiliated issuers	57,534
Foreign currency transactions	(5,054)
Total net realized gain (loss)		99,657,152
Change in net unrealized appreciation (depreciation) on: Investment securities	(37,717,980)
Assets and liabilities in foreign currencies	(6,920)
Total change in net unrealized appreciation (depreciation)		(37,724,900)
Net gain (loss)		61,932,252
Net increase (decrease) in net assets resulting from operations		$ 71,423,063

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,490,811	$ 8,365,475
Net realized gain (loss)	99,657,152	155,481,563
Change in net unrealized appreciation (depreciation)	(37,724,900)	203,701,455
Net increase (decrease) in net assets resulting from operations	71,423,063	367,548,493
Distributions to shareholders from net investment income	(3,813,704)	(16,151,065)
Distributions to shareholders from net realized gain	(148,970,854)	(20,051,059)
Total distributions	(152,784,558)	(36,202,124)
Share transactions - net increase (decrease)	230,904,084	54,629,275
Redemption fees	569,163	445,888
Total increase (decrease) in net assets	150,111,752	386,421,532

Net Assets
Beginning of period	2,533,580,998	2,147,159,466
End of period (including undistributed net investment income of $4,596,351 and $0, respectively)	$ 2,683,692,750	$ 2,533,580,998

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.48	$ 13.45	$ 11.13	$ 11.82	$ 14.34
Income from Investment Operations
Net investment income (loss) ^C	.01	.01 ^F	.02 ^G	.08	(.01)
Net realized and unrealized gain (loss)	.30	2.22	2.33	(.60)	(1.98)
Total from investment operations	.31	2.23	2.35	(.52)	(1.99)
Distributions from net investment income	(.01)	(.08)	(.03)	(.06)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93) ^J	(.20)	(.03)	(.17)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.86	$ 15.48	$ 13.45	$ 11.13	$ 11.82
Total Return ^{A, B}	3.24%	16.72%	21.16%	(4.37)%	(14.35)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.44%	1.44%	1.47%	1.45%	1.43%
Expenses net of fee waivers, if any	1.44%	1.43%	1.40%	1.40%	1.40%
Expenses net of all reductions	1.44%	1.43%	1.39%	1.40%	1.40%
Net investment income (loss)	.09%	.06% ^F	.17% ^G	.81%	(.05)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 150,285	$ 140,707	$ 96,994	$ 55,029	$ 52,446
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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.

^J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.34	$ 13.34	$ 11.05	$ 11.74	$ 14.28
Income from Investment Operations
Net investment income (loss) ^C	(.02)	(.03) ^F	(.01) ^G	.05	(.04)
Net realized and unrealized gain (loss)	.31	2.20	2.31	(.59)	(1.97)
Total from investment operations	.29	2.17	2.30	(.54)	(2.01)
Distributions from net investment income	-	(.05)	(.01)	(.04)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.17)	(.01)	(.15)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.70	$ 15.34	$ 13.34	$ 11.05	$ 11.74
Total Return ^{A, B}	3.08%	16.36%	20.87%	(4.57)%	(14.58)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.67%	1.70%	1.72%	1.70%	1.68%
Expenses net of fee waivers, if any	1.67%	1.69%	1.65%	1.65%	1.65%
Expenses net of all reductions	1.67%	1.69%	1.64%	1.65%	1.65%
Net investment income (loss)	(.14)%	(.19)% ^F	(.08)% ^G	.56%	(.30)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 57,514	$ 55,845	$ 44,091	$ 28,534	$ 32,091
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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 - Class B

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.00	$ 13.08	$ 10.88	$ 11.60	$ 14.19
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.10) ^F	(.07) ^G	.01	(.10)
Net realized and unrealized gain (loss)	.29	2.15	2.27	(.59)	(1.96)
Total from investment operations	.20	2.05	2.20	(.58)	(2.06)
Distributions from net investment income	-	(.01)	-	(.03)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.13)	-	(.14)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.27	$ 15.00	$ 13.08	$ 10.88	$ 11.60
Total Return ^{A, B}	2.51%	15.80%	20.22%	(5.05)%	(15.04)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.19%	2.20%	2.22%	2.20%	2.18%
Expenses net of fee waivers, if any	2.19%	2.19%	2.15%	2.15%	2.15%
Expenses net of all reductions	2.19%	2.19%	2.14%	2.15%	2.15%
Net investment income (loss)	(.66)%	(.69)% ^F	(.58)% ^G	.06%	(.80)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,675	$ 8,549	$ 9,747	$ 7,153	$ 7,886
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^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 reductions from 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 - Class C

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.01	$ 13.08	$ 10.89	$ 11.60	$ 14.19
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.10) ^F	(.07) ^G	.01	(.10)
Net realized and unrealized gain (loss)	.29	2.17	2.26	(.58)	(1.96)
Total from investment operations	.20	2.07	2.19	(.57)	(2.06)
Distributions from net investment income	-	(.02)	-	(.03)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.14)	-	(.14)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.28	$ 15.01	$ 13.08	$ 10.89	$ 11.60
Total Return ^{A, B}	2.52%	15.91%	20.11%	(4.98)%	(15.04)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.19%	2.18%	2.22%	2.20%	2.18%
Expenses net of fee waivers, if any	2.19%	2.18%	2.15%	2.15%	2.15%
Expenses net of all reductions	2.19%	2.18%	2.14%	2.15%	2.15%
Net investment income (loss)	(.66)%	(.68)% ^F	(.58)% ^G	.06%	(.80)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 47,265	$ 47,457	$ 37,346	$ 21,345	$ 20,924
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^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 reductions from 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 - Small Cap Value

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.62	$ 13.56	$ 11.22	$ 11.91	$ 14.43
Income from Investment Operations
Net investment income (loss) ^B	.06	.06 ^E	.05 ^F	.10	.03
Net realized and unrealized gain (loss)	.32	2.23	2.34	(.60)	(1.99)
Total from investment operations	.38	2.29	2.39	(.50)	(1.96)
Distributions from net investment income	(.02)	(.10)	(.05)	(.08)	-
Distributions from net realized gain	(.93)	(.13)	-	(.11)	(.56)
Total distributions	(.95)	(.23)	(.05)	(.19)	(.56)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 15.05	$ 15.62	$ 13.56	$ 11.22	$ 11.91
Total Return ^A	3.67%	17.03%	21.32%	(4.15)%	(14.10)%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	1.13%	1.13%	1.18%	1.20%	1.14%
Expenses net of fee waivers, if any	1.13%	1.13%	1.18%	1.20%	1.14%
Expenses net of all reductions	1.13%	1.13%	1.17%	1.20%	1.13%
Net investment income (loss)	.41%	.37% ^E	.39% ^F	1.01%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,756,962	$ 1,899,805	$ 1,770,675	$ 1,488,736	$ 1,136,860
Portfolio turnover rate ^D	27%	22%	49%	51%	149%

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

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

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

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

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2012	2011	2010	2009 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 15.64	$ 13.58	$ 11.22	$ 10.27
Income from Investment Operations
Net investment income (loss) ^D	.09	.09 ^G	.09 ^H	.01
Net realized and unrealized gain (loss)	.32	2.23	2.34	.94
Total from investment operations	.41	2.32	2.43	.95
Distributions from net investment income	(.04)	(.14)	(.07)	-
Distributions from net realized gain	(.93)	(.13)	-	-
Total distributions	(.96) ^L	(.26) ^M	(.07)	-
Redemption fees added to paid in capital ^{D, K}	-	-	-	-
Net asset value, end of period	$ 15.09	$ 15.64	$ 13.58	$ 11.22
Total Return ^{B, C}	3.90%	17.31%	21.69%	9.25%
Ratios to Average Net Assets ^{E, J}
Expenses before reductions	.89%	.88%	.90%	.86% ^A
Expenses net of fee waivers, if any	.89%	.88%	.90%	.86% ^A
Expenses net of all reductions	.89%	.88%	.89%	.86% ^A
Net investment income (loss)	.64%	.61% ^G	.67% ^H	.64% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 526,009	$ 279,653	$ 109,868	$ 159
Portfolio turnover rate ^F	27%	22%	49%	51%

^A Annualized

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

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

^I For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

^L Total distributions of $.96 per share is comprised of distributions from net investment income of $.036 and distributions from net realized gain of $.925 per share.

^M Total distributions of $.26 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.126 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.63	$ 13.58	$ 11.24	$ 11.91	$ 14.43
Income from Investment Operations
Net investment income (loss) ^B	.06	.06 ^E	.06 ^F	.10	.03
Net realized and unrealized gain (loss)	.31	2.23	2.34	(.59)	(1.99)
Total from investment operations	.37	2.29	2.40	(.49)	(1.96)
Distributions from net investment income	(.02)	(.11)	(.06)	(.07)	-
Distributions from net realized gain	(.93)	(.13)	-	(.11)	(.56)
Total distributions	(.95)	(.24)	(.06)	(.18)	(.56)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 15.05	$ 15.63	$ 13.58	$ 11.24	$ 11.91
Total Return ^A	3.59%	17.02%	21.42%	(4.04)%	(14.10)%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	1.14%	1.10%	1.12%	1.20%	1.13%
Expenses net of fee waivers, if any	1.14%	1.10%	1.12%	1.15%	1.13%
Expenses net of all reductions	1.14%	1.10%	1.12%	1.15%	1.13%
Net investment income (loss)	.39%	.39% ^E	.45% ^F	1.06%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 138,981	$ 101,565	$ 78,440	$ 10,336	$ 8,584
Portfolio turnover rate ^D	27%	22%	49%	51%	149%

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

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

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

^H 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 July 31, 2012

1. Organization.

2. Investments in Fidelity Central Funds.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 491,346,133
Gross unrealized depreciation	(137,153,760)
Net unrealized appreciation (depreciation) on securities and other investments	$ 354,192,373

Tax Cost	$ 2,383,068,475

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

Undistributed ordinary income	$ 4,596,351
Undistributed long-term capital gain	$ 73,839,567
Net unrealized appreciation (depreciation)	$ 354,192,996

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 3,813,704	$ 16,899,273
Long-term Capital Gains	148,970,854	19,302,851
Total	$ 152,784,558	$ 36,202,124

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $758,866,730 and $657,878,656, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .85% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 346,065	$ 6,112
Class T	.25%	.25%	268,038	110
Class B	.75%	.25%	72,196	54,146
Class C	.75%	.25%	438,167	78,130
			$ 1,124,466	$ 138,498

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5. 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	$ 40,974
Class T	7,602
Class B*	9,371
Class C*	4,952
	$ 62,899

* 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. FIIOC receives 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, except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 413,829	.30
Class T	150,262	.28
Class B	21,652	.30
Class C	131,410	.30
Small Cap Value	3,956,103	.23
Institutional Class	283,320	.25
	$ 4,956,576

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,367,333	.34%	$ 359

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,842 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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. The value of securities loaned to FCM at period end was $3,305,772. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is

Annual Report

7. Security Lending - continued

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Class A	$ 57,416	$ 602,963
Class T	-	175,083
Class B	-	8,350
Class C	-	50,685
Small Cap Value	2,736,678	13,136,446
Class F	858,633	1,502,640
Institutional Class	160,977	674,898
Total	$ 3,813,704	$ 16,151,065
From net realized gain
Class A	$ 8,369,079	$ 938,086
Class T	3,332,444	417,804
Class B	513,839	85,354
Class C	2,835,863	362,483
Small Cap Value	109,450,254	16,213,209
Class F	18,207,376	1,278,822
Institutional Class	6,261,999	755,301
Total	$ 148,970,854	$ 20,051,059

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class A
Shares sold	3,582,114	4,641,222	$ 51,112,084	$ 70,784,911
Reinvestment of distributions	639,382	98,821	7,957,627	1,412,739
Shares redeemed	(3,203,028)	(2,860,682)	(45,298,282)	(43,524,578)
Net increase (decrease)	1,018,468	1,879,361	$ 13,771,429	$ 28,673,072

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class T
Shares sold	1,074,645	1,830,956	$ 15,238,625	$ 27,619,849
Reinvestment of distributions	264,657	40,370	3,258,576	573,649
Shares redeemed	(1,066,289)	(1,537,319)	(14,773,000)	(23,500,005)
Net increase (decrease)	273,013	334,007	$ 3,724,201	$ 4,693,493
Class B
Shares sold	17,886	84,331	$ 244,464	$ 1,230,023
Reinvestment of distributions	36,117	5,817	433,889	79,168
Shares redeemed	(156,185)	(265,513)	(2,129,294)	(3,874,627)
Net increase (decrease)	(102,182)	(175,365)	$ (1,450,941)	$ (2,565,436)
Class C
Shares sold	840,854	1,131,174	$ 11,606,643	$ 16,672,873
Reinvestment of distributions	202,948	25,779	2,439,209	354,104
Shares redeemed	(895,789)	(848,659)	(12,102,998)	(12,648,504)
Net increase (decrease)	148,013	308,294	$ 1,942,854	$ 4,378,473
Small Cap Value
Shares sold	27,786,966	35,677,635	$ 403,227,336	$ 541,990,483
Reinvestment of distributions	8,564,707	1,987,755	107,820,730	28,460,668
Shares redeemed	(41,177,942)	(46,640,533)	(579,334,071)	(708,788,001)
Net increase (decrease)	(4,826,269)	(8,975,143)	$ (68,286,005)	$ (138,336,850)
Class F
Shares sold	17,383,615	11,644,633	$ 249,495,726	$ 177,097,711
Reinvestment of distributions	1,506,337	192,943	19,066,009	2,781,462
Shares redeemed	(1,906,027)	(2,052,505)	(26,618,099)	(32,200,197)
Net increase (decrease)	16,983,925	9,785,071	$ 241,943,636	$ 147,678,976
Institutional Class
Shares sold	4,662,732	4,417,342	$ 67,294,175	$ 67,359,213
Reinvestment of distributions	445,761	90,435	5,619,794	1,288,856
Shares redeemed	(2,373,514)	(3,788,938)	(33,655,059)	(58,540,522)
Net increase (decrease)	2,734,979	718,839	$ 39,258,910	$ 10,107,547

11. Other.

Annual Report

11. Other - continued

At the end of the period, the Fidelity Freedom Funds and Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 43% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap 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 Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap 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 July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-208-0098.

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 Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (48)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Class A	09/10/12	09/07/12	$0.000	$0.411
Class T	09/10/12	09/07/12	$0.000	$0.411
Class B	09/10/12	09/07/12	$0.000	$0.411
Class C	09/10/12	09/07/12	$0.000	$0.411

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

Class A designates 100% of the dividends distributed during the fiscal year as amounts which can 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 hereby designates as a capital gain dividend with respect to the taxable year ended July 31,2012, $98,274,256, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

avv77506

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Management Fee. 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 13% means that 87% 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 Value Fund

avv77508

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 2011. 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 is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCV-UANN-0912
1.803731.107

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Value

Fund - Institutional Class

Annual Report

July 31, 2012

(Fidelity Cover Art)

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

Performance	4	How the fund has done over time.
Management's Discussion of Fund Performance	5	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	6	An example of shareholder expenses.
Investment Changes	8	A summary of major shifts in the fund's investments over the past six months.
Investments	9	A complete list of the fund's investments with their market values.
Financial Statements	17	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	28	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	39
Trustees and Officers	40
Distributions	52
Board Approval of Investment Advisory Contracts and Management Fees	53

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Life of fund^A
Institutional Class	3.59%	3.94%	8.64%

^AFrom November 3, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Value Fund - Institutional Class on November 3, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period. avi113826

Annual Report

Management's Discussion of Fund Performance

Comments from Charles Myers, Portfolio Manager of Fidelity Advisor® Small Cap Value Fund: For the year, the fund's Institutional Class shares gained 3.59%, compared with 0.89% for the Russell 2000® Value Index. On the positive side, stock picking stood out in the consumer discretionary sector, with homebuilders Ryland Group, M.D.C. Holdings and Meritage Homes all adding to results. In industrials, my choices in commercial/professional services and capital goods helped, led by H&E Equipment Services, which rents commercial construction equipment, and commercial furniture manufacturer HNI, the fund's top relative contributor of the year. In health care, managed-care company Centene added value, as did Team Health Holdings, a provider of outsourced clinical services to hospitals. Conversely, by far the most detrimental sector in the portfolio was financials, led on the downside by regional bank TCF Financial. In the energy sector, Superior Energy Services, a provider of oil-field services, and independent oil producer Berry Petroleum were hampered by declining energy prices. Other relative detractors included banana producer Chiquita Brands International and United Stationers, a wholesaler of office stationery and business supplies. Several stocks mentioned were not in the index, and Centene was not 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 (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Class A	1.41%
Actual		$ 1,000.00	$ 1,015.70	$ 7.07
Hypothetical^A		$ 1,000.00	$ 1,017.85	$ 7.07
Class T	1.63%
Actual		$ 1,000.00	$ 1,015.20	$ 8.17
Hypothetical^A		$ 1,000.00	$ 1,016.76	$ 8.17
Class B	2.16%
Actual		$ 1,000.00	$ 1,012.10	$ 10.81
Hypothetical^A		$ 1,000.00	$ 1,014.12	$ 10.82
Class C	2.16%
Actual		$ 1,000.00	$ 1,012.80	$ 10.81
Hypothetical^A		$ 1,000.00	$ 1,014.12	$ 10.82
Small Cap Value	1.09%
Actual		$ 1,000.00	$ 1,018.30	$ 5.47
Hypothetical^A		$ 1,000.00	$ 1,019.44	$ 5.47
Class F	.87%
Actual		$ 1,000.00	$ 1,018.90	$ 4.37
Hypothetical^A		$ 1,000.00	$ 1,020.54	$ 4.37
Institutional Class	1.11%
Actual		$ 1,000.00	$ 1,017.60	$ 5.57
Hypothetical^A		$ 1,000.00	$ 1,019.34	$ 5.57

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Superior Energy Services, Inc.	3.0	1.7
DCT Industrial Trust, Inc.	2.8	2.7
TCF Financial Corp.	2.7	2.4
HNI Corp.	2.7	3.0
Berry Petroleum Co. Class A	2.6	1.9
Hanesbrands, Inc.	2.6	0.0
Team Health Holdings, Inc.	2.5	1.9
Platinum Underwriters Holdings Ltd.	2.4	2.3
WESCO International, Inc.	2.4	3.3
GrafTech International Ltd.	2.3	0.0
	26.0
Top Five Market Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	35.8	35.6
Industrials	14.1	15.2
Consumer Discretionary	14.0	13.5
Information Technology	11.0	11.5
Health Care	6.6	7.9

Asset Allocation (% of fund's net assets)
As of July 31, 2012*			As of January 31, 2012**
	Stocks 100.0%			Stocks 99.9%
	Short-Term Investments and Net Other Assets (Liabilities) ^† 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.1%
* Foreign investments		9.8%	** Foreign investments		9.1%

^†Amount represents less than 0.1%

avi113835

Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value
CONSUMER DISCRETIONARY - 13.5%
Diversified Consumer Services - 2.0%
Regis Corp. (e)	3,100,000		$ 52,452,000
Household Durables - 6.1%
KB Home (d)	3,303,800		30,527,112
M.D.C. Holdings, Inc.	800,000		25,488,000
Meritage Homes Corp. (a)	700,000		24,570,000
Ryland Group, Inc.	1,375,000		32,835,000
Tempur-Pedic International, Inc. (a)(d)	1,800,000		51,282,000
			164,702,112
Media - 1.3%
Valassis Communications, Inc. (a)(d)	1,584,641		35,733,655
Specialty Retail - 1.5%
Asbury Automotive Group, Inc. (a)	800,000		20,928,000
Tsutsumi Jewelry Co. Ltd.	791,400		18,561,365
			39,489,365
Textiles, Apparel & Luxury Goods - 2.6%
Hanesbrands, Inc. (a)	2,300,000		69,046,000
TOTAL CONSUMER DISCRETIONARY			361,423,132
CONSUMER STAPLES - 3.7%
Food Products - 2.2%
Chiquita Brands International, Inc. (a)(d)(e)	3,375,000		17,482,500
Dean Foods Co. (a)	3,450,000		42,676,500
			60,159,000
Household Products - 1.5%
Spectrum Brands Holdings, Inc.	1,100,000		40,513,000
TOTAL CONSUMER STAPLES			100,672,000
ENERGY - 5.6%
Energy Equipment & Services - 3.0%
Superior Energy Services, Inc. (a)	3,800,000		82,345,999
Oil, Gas & Consumable Fuels - 2.6%
Berry Petroleum Co. Class A	1,825,000		69,386,500
TOTAL ENERGY			151,732,499
FINANCIALS - 35.0%
Capital Markets - 4.3%
Knight Capital Group, Inc. Class A (a)	4,350,000		44,935,500
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Monex Group, Inc.	149,703		$ 24,294,118
Waddell & Reed Financial, Inc. Class A	1,610,000		46,834,900
			116,064,518
Commercial Banks - 11.0%
Associated Banc-Corp.	4,432,650		55,363,799
CapitalSource, Inc.	7,000,000		45,850,000
City National Corp.	784,900		38,679,872
National Penn Bancshares, Inc.	4,266,604		37,716,779
PacWest Bancorp (e)	1,857,600		42,557,616
TCF Financial Corp.	7,000,000		72,310,000
Western Liberty Bancorp (a)(e)	992,899		2,879,407
			295,357,473
Insurance - 7.7%
Alterra Capital Holdings Ltd.	2,337,411		54,391,554
Aspen Insurance Holdings Ltd.	1,920,200		55,186,548
Platinum Underwriters Holdings Ltd. (e)	1,694,139		64,411,165
ProAssurance Corp.	350,000		31,349,500
			205,338,767
Real Estate Investment Trusts - 7.4%
DCT Industrial Trust, Inc.	11,980,586		74,998,468
Franklin Street Properties Corp.	3,160,000		32,769,200
Highwoods Properties, Inc. (SBI)	1,720,330		58,267,577
National Retail Properties, Inc. (d)	1,140,000		33,630,000
			199,665,245
Real Estate Management & Development - 0.9%
Forestar Group, Inc. (a)(e)	1,996,875		22,724,438
Thrifts & Mortgage Finance - 3.7%
Astoria Financial Corp. (d)(e)	5,418,152		51,038,992
Washington Federal, Inc.	3,086,175		49,162,768
			100,201,760
TOTAL FINANCIALS			939,352,201
HEALTH CARE - 6.6%
Health Care Equipment & Supplies - 1.1%
Integra LifeSciences Holdings Corp. (a)	750,000		28,845,000
Health Care Providers & Services - 5.5%
Chemed Corp.	465,200		29,200,604
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
MEDNAX, Inc. (a)	779,700		$ 51,561,561
Team Health Holdings, Inc. (a)	2,527,580		67,486,386
			148,248,551
TOTAL HEALTH CARE			177,093,551
INDUSTRIALS - 14.1%
Commercial Services & Supplies - 7.2%
ACCO Brands Corp.	2,200,000		18,634,000
HNI Corp. (e)	2,700,000		71,739,000
Knoll, Inc.	1,750,000		23,957,500
Quad/Graphics, Inc. (d)(e)	1,878,394		28,908,484
United Stationers, Inc.	1,980,800		49,935,968
			193,174,952
Electrical Equipment - 2.3%
GrafTech International Ltd. (a)	5,965,000		62,334,250
Machinery - 2.0%
Blount International, Inc. (a)(e)	2,604,723		37,039,161
Columbus McKinnon Corp. (NY Shares) (a)(e)	1,047,872		15,414,197
			52,453,358
Trading Companies & Distributors - 2.6%
H&E Equipment Services, Inc. (a)	376,625		5,317,945
WESCO International, Inc. (a)	1,153,633		64,268,894
			69,586,839
TOTAL INDUSTRIALS			377,549,399
INFORMATION TECHNOLOGY - 11.0%
Communications Equipment - 2.6%
Polycom, Inc. (a)	3,275,000		28,623,500
ViaSat, Inc. (a)	1,100,000		42,130,000
			70,753,500
Electronic Equipment & Components - 5.1%
Ingram Micro, Inc. Class A (a)	1,653,100		24,779,969
Macnica, Inc.	677,400		14,288,287
Ryoyo Electro Corp. (e)	1,972,700		20,552,790
SYNNEX Corp. (a)	790,000		26,725,700
Tech Data Corp. (a)	1,000,000		50,100,000
			136,446,746
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.4%
j2 Global, Inc. (d)	1,270,000		$ 38,011,100
Semiconductors & Semiconductor Equipment - 0.4%
Miraial Co. Ltd. (e)	720,200		10,410,478
Software - 1.5%
Monotype Imaging Holdings, Inc. (e)	2,652,331		38,936,219
TOTAL INFORMATION TECHNOLOGY			294,558,043
MATERIALS - 4.7%
Chemicals - 1.5%
PolyOne Corp.	2,800,000		41,244,000
Metals & Mining - 3.2%
Carpenter Technology Corp.	409,380		19,592,927
Haynes International, Inc.	496,108		23,907,445
RTI International Metals, Inc. (a)(e)	1,880,000		42,206,000
			85,706,372
TOTAL MATERIALS			126,950,372
UTILITIES - 4.5%
Electric Utilities - 1.6%
Westar Energy, Inc.	1,360,000		41,561,600
Gas Utilities - 2.9%
Southwest Gas Corp.	836,756		37,369,523
UGI Corp.	1,333,454		40,870,365
			78,239,888
TOTAL UTILITIES			119,801,488
TOTAL COMMON STOCKS (Cost $2,307,088,586)		2,649,132,685
Nonconvertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.5%
Household Durables - 0.5%
M/I Homes, Inc. Series A, 9.75% (a)	750,400		12,944,400
Nonconvertible Preferred Stocks - continued
	Shares		Value
FINANCIALS - 0.8%
Real Estate Investment Trusts - 0.8%
DDR Corp. Series H, 7.375%	818,790		$ 20,658,072
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $20,354,770)		33,602,472
Money Market Funds - 2.0%

Fidelity Cash Central Fund, 0.17% (b)	5,899,046		5,899,046
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	48,626,645		48,626,645
TOTAL MONEY MARKET FUNDS (Cost $54,525,691)		54,525,691
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $2,381,969,047)			2,737,260,848
NET OTHER ASSETS (LIABILITIES) - (2.0)%			(53,568,098)
NET ASSETS - 100%		$ 2,683,692,750

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 14,453
Fidelity Securities Lending Cash Central Fund	204,102
Total	$ 218,555

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Astoria Financial Corp.	$ 56,131,471	$ 5,135,258	$ -	$ 2,277,805	$ 51,038,992
Blount International, Inc.	43,316,543	-	-	-	37,039,161
Chiquita Brands International, Inc.	24,519,456	10,332,799	-	-	17,482,500
Columbus McKinnon Corp. (NY Shares)	15,792,000	1,137,487	-	-	15,414,197
DCT Industrial Trust, Inc.	74,961,776	-	8,396,655	3,414,064	-
Forestar Group, Inc.	-	24,473,760	-	-	22,724,438
H&E Equipment Services, Inc.	29,272,896	2,743,497	45,135,849	-	-
Haynes International, Inc.	42,301,857	-	8,879,973	446,653	-
HNI Corp.	49,131,621	19,653,848	17,053,493	2,539,706	71,739,000
Ingles Markets, Inc. Class A	10,225,970	-	9,904,080	78,182	-
M.D.C. Holdings, Inc.	54,813,423	-	45,064,374	2,311,800	-
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Miraial Co. Ltd.	$ 15,046,860	$ -	$ -	$ 516,374	$ 10,410,478
Monotype Imaging Holdings, Inc.	35,396,690	972,962	-	-	38,936,219
PacWest Bancorp	36,873,360	-	-	1,021,680	42,557,616
Platinum Underwriters Holdings Ltd.	54,169,091	3,610,350	-	542,124	64,411,165
Providence Service Corp.	12,045,466	-	15,255,161	-	-
Quad/Graphics, Inc.	-	25,545,548	-	469,599	28,908,484
Regis Corp.	60,080,486	-	16,882,099	952,998	52,452,000
RTI International Metals, Inc.	27,932,874	27,109,765	3,701,784	-	42,206,000
Ryoyo Electro Corp.	19,684,709	-	-	707,200	20,552,790
Western Liberty Bancorp	7,248,000	-	3,597,604	-	2,879,407
Total	$ 668,944,549	$ 120,715,274	$ 173,871,072	$ 15,278,185	$ 518,752,447

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 374,367,532	$ 355,806,167	$ 18,561,365	$ -
Consumer Staples	100,672,000	100,672,000	-	-
Energy	151,732,499	151,732,499	-	-
Financials	960,010,273	935,716,155	24,294,118	-
Health Care	177,093,551	177,093,551	-	-
Industrials	377,549,399	377,549,399	-	-
Information Technology	294,558,043	249,306,488	45,251,555	-
Materials	126,950,372	126,950,372	-	-
Utilities	119,801,488	119,801,488	-	-
Money Market Funds	54,525,691	54,525,691	-	-
Total Investments in Securities:	$ 2,737,260,848	$ 2,649,153,810	$ 88,107,038	$ -

Transfers	Total
Level 1 to Level 2	$ 70,981,657
Level 2 to Level 1	$ 0

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $46,940,525) - See accompanying schedule: Unaffiliated issuers (cost $1,850,015,930)	$ 2,163,982,710
Fidelity Central Funds (cost $54,525,691)	54,525,691
Other affiliated issuers (cost $477,427,426)	518,752,447
Total Investments (cost $2,381,969,047)		$ 2,737,260,848
Receivable for investments sold		7,962
Receivable for fund shares sold		3,346,245
Dividends receivable		2,366,103
Distributions receivable from Fidelity Central Funds		31,400
Other receivables		10,660
Total assets		2,743,023,218

Liabilities
Payable for investments purchased	$ 6,165,626
Payable for fund shares redeemed	2,135,374
Accrued management fee	1,742,888
Distribution and service plan fees payable	100,792
Other affiliated payables	499,987
Other payables and accrued expenses	59,156
Collateral on securities loaned, at value	48,626,645
Total liabilities		59,330,468

Net Assets		$ 2,683,692,750
Net Assets consist of:
Paid in capital		$ 2,251,063,836
Undistributed net investment income		4,596,351
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		72,740,139
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		355,292,424
Net Assets		$ 2,683,692,750

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

Annual Report

Statement of Assets and Liabilities - continued

	July 31, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($150,285,327 ÷ 10,110,871 shares)		$ 14.86

Maximum offering price per share (100/94.25 of $14.86)		$ 15.77
Class T: Net Asset Value and redemption price per share ($57,514,280 ÷ 3,913,423 shares)		$ 14.70

Maximum offering price per share (100/96.50 of $14.70)		$ 15.23
Class B: Net Asset Value and offering price per share ($6,674,942 ÷ 467,617 shares)^A		$ 14.27

Class C: Net Asset Value and offering price per share ($47,265,102 ÷ 3,310,493 shares)^A		$ 14.28


Small Cap Value: Net Asset Value, offering price and redemption price per share ($1,756,962,176 ÷ 116,773,340 shares)		$ 15.05

Class F: Net Asset Value, offering price and redemption price per share ($526,009,440 ÷ 34,859,047 shares)		$ 15.09

Institutional Class: Net Asset Value, offering price and redemption price per share ($138,981,483 ÷ 9,231,738 shares)		$ 15.05

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2012

Investment Income
Dividends (including $15,278,185 earned from other affiliated issuers)		$ 37,030,660
Interest		68
Income from Fidelity Central Funds		218,555
Total income		37,249,283

Expenses
Management fee Basic fee	$ 17,249,880
Performance adjustment	3,419,705
Transfer agent fees	4,956,576
Distribution and service plan fees	1,124,466
Accounting and security lending fees	740,848
Custodian fees and expenses	47,382
Independent trustees' compensation	15,923
Registration fees	132,426
Audit	69,124
Legal	7,688
Interest	359
Miscellaneous	25,296
Total expenses before reductions	27,789,673
Expense reductions	(31,201)	27,758,472
Net investment income (loss)		9,490,811
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	99,604,672
Other affiliated issuers	57,534
Foreign currency transactions	(5,054)
Total net realized gain (loss)		99,657,152
Change in net unrealized appreciation (depreciation) on: Investment securities	(37,717,980)
Assets and liabilities in foreign currencies	(6,920)
Total change in net unrealized appreciation (depreciation)		(37,724,900)
Net gain (loss)		61,932,252
Net increase (decrease) in net assets resulting from operations		$ 71,423,063

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,490,811	$ 8,365,475
Net realized gain (loss)	99,657,152	155,481,563
Change in net unrealized appreciation (depreciation)	(37,724,900)	203,701,455
Net increase (decrease) in net assets resulting from operations	71,423,063	367,548,493
Distributions to shareholders from net investment income	(3,813,704)	(16,151,065)
Distributions to shareholders from net realized gain	(148,970,854)	(20,051,059)
Total distributions	(152,784,558)	(36,202,124)
Share transactions - net increase (decrease)	230,904,084	54,629,275
Redemption fees	569,163	445,888
Total increase (decrease) in net assets	150,111,752	386,421,532

Net Assets
Beginning of period	2,533,580,998	2,147,159,466
End of period (including undistributed net investment income of $4,596,351 and $0, respectively)	$ 2,683,692,750	$ 2,533,580,998

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.48	$ 13.45	$ 11.13	$ 11.82	$ 14.34
Income from Investment Operations
Net investment income (loss) ^C	.01	.01 ^F	.02 ^G	.08	(.01)
Net realized and unrealized gain (loss)	.30	2.22	2.33	(.60)	(1.98)
Total from investment operations	.31	2.23	2.35	(.52)	(1.99)
Distributions from net investment income	(.01)	(.08)	(.03)	(.06)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93) ^J	(.20)	(.03)	(.17)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.86	$ 15.48	$ 13.45	$ 11.13	$ 11.82
Total Return ^{A, B}	3.24%	16.72%	21.16%	(4.37)%	(14.35)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.44%	1.44%	1.47%	1.45%	1.43%
Expenses net of fee waivers, if any	1.44%	1.43%	1.40%	1.40%	1.40%
Expenses net of all reductions	1.44%	1.43%	1.39%	1.40%	1.40%
Net investment income (loss)	.09%	.06% ^F	.17% ^G	.81%	(.05)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 150,285	$ 140,707	$ 96,994	$ 55,029	$ 52,446
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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.

^J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.34	$ 13.34	$ 11.05	$ 11.74	$ 14.28
Income from Investment Operations
Net investment income (loss) ^C	(.02)	(.03) ^F	(.01) ^G	.05	(.04)
Net realized and unrealized gain (loss)	.31	2.20	2.31	(.59)	(1.97)
Total from investment operations	.29	2.17	2.30	(.54)	(2.01)
Distributions from net investment income	-	(.05)	(.01)	(.04)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.17)	(.01)	(.15)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.70	$ 15.34	$ 13.34	$ 11.05	$ 11.74
Total Return ^{A, B}	3.08%	16.36%	20.87%	(4.57)%	(14.58)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.67%	1.70%	1.72%	1.70%	1.68%
Expenses net of fee waivers, if any	1.67%	1.69%	1.65%	1.65%	1.65%
Expenses net of all reductions	1.67%	1.69%	1.64%	1.65%	1.65%
Net investment income (loss)	(.14)%	(.19)% ^F	(.08)% ^G	.56%	(.30)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 57,514	$ 55,845	$ 44,091	$ 28,534	$ 32,091
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from 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 - Class B

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.00	$ 13.08	$ 10.88	$ 11.60	$ 14.19
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.10) ^F	(.07) ^G	.01	(.10)
Net realized and unrealized gain (loss)	.29	2.15	2.27	(.59)	(1.96)
Total from investment operations	.20	2.05	2.20	(.58)	(2.06)
Distributions from net investment income	-	(.01)	-	(.03)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.13)	-	(.14)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.27	$ 15.00	$ 13.08	$ 10.88	$ 11.60
Total Return ^{A, B}	2.51%	15.80%	20.22%	(5.05)%	(15.04)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.19%	2.20%	2.22%	2.20%	2.18%
Expenses net of fee waivers, if any	2.19%	2.19%	2.15%	2.15%	2.15%
Expenses net of all reductions	2.19%	2.19%	2.14%	2.15%	2.15%
Net investment income (loss)	(.66)%	(.69)% ^F	(.58)% ^G	.06%	(.80)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,675	$ 8,549	$ 9,747	$ 7,153	$ 7,886
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^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 reductions from 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 - Class C

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.01	$ 13.08	$ 10.89	$ 11.60	$ 14.19
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.10) ^F	(.07) ^G	.01	(.10)
Net realized and unrealized gain (loss)	.29	2.17	2.26	(.58)	(1.96)
Total from investment operations	.20	2.07	2.19	(.57)	(2.06)
Distributions from net investment income	-	(.02)	-	(.03)	-
Distributions from net realized gain	(.93)	(.12)	-	(.11)	(.53)
Total distributions	(.93)	(.14)	-	(.14)	(.53)
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 14.28	$ 15.01	$ 13.08	$ 10.89	$ 11.60
Total Return ^{A, B}	2.52%	15.91%	20.11%	(4.98)%	(15.04)%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.19%	2.18%	2.22%	2.20%	2.18%
Expenses net of fee waivers, if any	2.19%	2.18%	2.15%	2.15%	2.15%
Expenses net of all reductions	2.19%	2.18%	2.14%	2.15%	2.15%
Net investment income (loss)	(.66)%	(.68)% ^F	(.58)% ^G	.06%	(.80)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 47,265	$ 47,457	$ 37,346	$ 21,345	$ 20,924
Portfolio turnover rate ^E	27%	22%	49%	51%	149%

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

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

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

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

^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 reductions from 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 - Small Cap Value

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.62	$ 13.56	$ 11.22	$ 11.91	$ 14.43
Income from Investment Operations
Net investment income (loss) ^B	.06	.06 ^E	.05 ^F	.10	.03
Net realized and unrealized gain (loss)	.32	2.23	2.34	(.60)	(1.99)
Total from investment operations	.38	2.29	2.39	(.50)	(1.96)
Distributions from net investment income	(.02)	(.10)	(.05)	(.08)	-
Distributions from net realized gain	(.93)	(.13)	-	(.11)	(.56)
Total distributions	(.95)	(.23)	(.05)	(.19)	(.56)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 15.05	$ 15.62	$ 13.56	$ 11.22	$ 11.91
Total Return ^A	3.67%	17.03%	21.32%	(4.15)%	(14.10)%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	1.13%	1.13%	1.18%	1.20%	1.14%
Expenses net of fee waivers, if any	1.13%	1.13%	1.18%	1.20%	1.14%
Expenses net of all reductions	1.13%	1.13%	1.17%	1.20%	1.13%
Net investment income (loss)	.41%	.37% ^E	.39% ^F	1.01%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,756,962	$ 1,899,805	$ 1,770,675	$ 1,488,736	$ 1,136,860
Portfolio turnover rate ^D	27%	22%	49%	51%	149%

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

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

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

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

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2012	2011	2010	2009 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 15.64	$ 13.58	$ 11.22	$ 10.27
Income from Investment Operations
Net investment income (loss) ^D	.09	.09 ^G	.09 ^H	.01
Net realized and unrealized gain (loss)	.32	2.23	2.34	.94
Total from investment operations	.41	2.32	2.43	.95
Distributions from net investment income	(.04)	(.14)	(.07)	-
Distributions from net realized gain	(.93)	(.13)	-	-
Total distributions	(.96) ^L	(.26) ^M	(.07)	-
Redemption fees added to paid in capital ^{D, K}	-	-	-	-
Net asset value, end of period	$ 15.09	$ 15.64	$ 13.58	$ 11.22
Total Return ^{B, C}	3.90%	17.31%	21.69%	9.25%
Ratios to Average Net Assets ^{E, J}
Expenses before reductions	.89%	.88%	.90%	.86% ^A
Expenses net of fee waivers, if any	.89%	.88%	.90%	.86% ^A
Expenses net of all reductions	.89%	.88%	.89%	.86% ^A
Net investment income (loss)	.64%	.61% ^G	.67% ^H	.64% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 526,009	$ 279,653	$ 109,868	$ 159
Portfolio turnover rate ^F	27%	22%	49%	51%

^A Annualized

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

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

^I For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

^L Total distributions of $.96 per share is comprised of distributions from net investment income of $.036 and distributions from net realized gain of $.925 per share.

^M Total distributions of $.26 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.126 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.63	$ 13.58	$ 11.24	$ 11.91	$ 14.43
Income from Investment Operations
Net investment income (loss) ^B	.06	.06 ^E	.06 ^F	.10	.03
Net realized and unrealized gain (loss)	.31	2.23	2.34	(.59)	(1.99)
Total from investment operations	.37	2.29	2.40	(.49)	(1.96)
Distributions from net investment income	(.02)	(.11)	(.06)	(.07)	-
Distributions from net realized gain	(.93)	(.13)	-	(.11)	(.56)
Total distributions	(.95)	(.24)	(.06)	(.18)	(.56)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 15.05	$ 15.63	$ 13.58	$ 11.24	$ 11.91
Total Return ^A	3.59%	17.02%	21.42%	(4.04)%	(14.10)%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	1.14%	1.10%	1.12%	1.20%	1.13%
Expenses net of fee waivers, if any	1.14%	1.10%	1.12%	1.15%	1.13%
Expenses net of all reductions	1.14%	1.10%	1.12%	1.15%	1.13%
Net investment income (loss)	.39%	.39% ^E	.45% ^F	1.06%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 138,981	$ 101,565	$ 78,440	$ 10,336	$ 8,584
Portfolio turnover rate ^D	27%	22%	49%	51%	149%

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

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

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

^H 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 July 31, 2012

1. Organization.

2. Investments in Fidelity Central Funds.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 491,346,133
Gross unrealized depreciation	(137,153,760)
Net unrealized appreciation (depreciation) on securities and other investments	$ 354,192,373

Tax Cost	$ 2,383,068,475

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

Undistributed ordinary income	$ 4,596,351
Undistributed long-term capital gain	$ 73,839,567
Net unrealized appreciation (depreciation)	$ 354,192,996

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 3,813,704	$ 16,899,273
Long-term Capital Gains	148,970,854	19,302,851
Total	$ 152,784,558	$ 36,202,124

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $758,866,730 and $657,878,656, respectively.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .85% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 346,065	$ 6,112
Class T	.25%	.25%	268,038	110
Class B	.75%	.25%	72,196	54,146
Class C	.75%	.25%	438,167	78,130
			$ 1,124,466	$ 138,498

Annual Report

5. 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	$ 40,974
Class T	7,602
Class B*	9,371
Class C*	4,952
	$ 62,899

* 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. FIIOC receives 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, except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 413,829	.30
Class T	150,262	.28
Class B	21,652	.30
Class C	131,410	.30
Small Cap Value	3,956,103	.23
Institutional Class	283,320	.25
	$ 4,956,576

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,367,333	.34%	$ 359

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $6,842 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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. The value of securities loaned to FCM at period end was $3,305,772. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is

Annual Report

7. Security Lending - continued

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Class A	$ 57,416	$ 602,963
Class T	-	175,083
Class B	-	8,350
Class C	-	50,685
Small Cap Value	2,736,678	13,136,446
Class F	858,633	1,502,640
Institutional Class	160,977	674,898
Total	$ 3,813,704	$ 16,151,065
From net realized gain
Class A	$ 8,369,079	$ 938,086
Class T	3,332,444	417,804
Class B	513,839	85,354
Class C	2,835,863	362,483
Small Cap Value	109,450,254	16,213,209
Class F	18,207,376	1,278,822
Institutional Class	6,261,999	755,301
Total	$ 148,970,854	$ 20,051,059

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class A
Shares sold	3,582,114	4,641,222	$ 51,112,084	$ 70,784,911
Reinvestment of distributions	639,382	98,821	7,957,627	1,412,739
Shares redeemed	(3,203,028)	(2,860,682)	(45,298,282)	(43,524,578)
Net increase (decrease)	1,018,468	1,879,361	$ 13,771,429	$ 28,673,072

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Class T
Shares sold	1,074,645	1,830,956	$ 15,238,625	$ 27,619,849
Reinvestment of distributions	264,657	40,370	3,258,576	573,649
Shares redeemed	(1,066,289)	(1,537,319)	(14,773,000)	(23,500,005)
Net increase (decrease)	273,013	334,007	$ 3,724,201	$ 4,693,493
Class B
Shares sold	17,886	84,331	$ 244,464	$ 1,230,023
Reinvestment of distributions	36,117	5,817	433,889	79,168
Shares redeemed	(156,185)	(265,513)	(2,129,294)	(3,874,627)
Net increase (decrease)	(102,182)	(175,365)	$ (1,450,941)	$ (2,565,436)
Class C
Shares sold	840,854	1,131,174	$ 11,606,643	$ 16,672,873
Reinvestment of distributions	202,948	25,779	2,439,209	354,104
Shares redeemed	(895,789)	(848,659)	(12,102,998)	(12,648,504)
Net increase (decrease)	148,013	308,294	$ 1,942,854	$ 4,378,473
Small Cap Value
Shares sold	27,786,966	35,677,635	$ 403,227,336	$ 541,990,483
Reinvestment of distributions	8,564,707	1,987,755	107,820,730	28,460,668
Shares redeemed	(41,177,942)	(46,640,533)	(579,334,071)	(708,788,001)
Net increase (decrease)	(4,826,269)	(8,975,143)	$ (68,286,005)	$ (138,336,850)
Class F
Shares sold	17,383,615	11,644,633	$ 249,495,726	$ 177,097,711
Reinvestment of distributions	1,506,337	192,943	19,066,009	2,781,462
Shares redeemed	(1,906,027)	(2,052,505)	(26,618,099)	(32,200,197)
Net increase (decrease)	16,983,925	9,785,071	$ 241,943,636	$ 147,678,976
Institutional Class
Shares sold	4,662,732	4,417,342	$ 67,294,175	$ 67,359,213
Reinvestment of distributions	445,761	90,435	5,619,794	1,288,856
Shares redeemed	(2,373,514)	(3,788,938)	(33,655,059)	(58,540,522)
Net increase (decrease)	2,734,979	718,839	$ 39,258,910	$ 10,107,547

11. Other.

Annual Report

11. Other - continued

At the end of the period, the Fidelity Freedom Funds and Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 43% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap 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 Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap 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 July 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-208-0098.

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 Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

Annual Report

Trustees and Officers - continued

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (48)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Institutional Class	09/10/12	09/07/12	$0.027	$0.411

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

Institutional Class designates 100% of the dividends distributed during the fiscal year as amounts which can 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 hereby designates as a capital gain dividend with respect to the taxable year ended July 31,2012, $98,274,256, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

avi113837

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Management Fee. 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 13% means that 87% 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 Value Fund

avi113839

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 2011. 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 is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCVI-UANN-0912
1.803743.107

Fidelity®

Blue Chip Growth

Fund -
Class K

Annual Report

July 31, 2012

(Fidelity Cover Art)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Past 10 years
Class K^A	2.43%	4.26%	6.24%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Blue Chip Growth Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund - Class K on July 31, 2002. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

bkk77603

Annual Report

Management's Discussion of Fund Performance

Market Recap: Major U.S. equity benchmarks posted solid gains for the year ending July 31, 2012, amid an uncertain investment environment. The broad-based S&P 500® Index returned 9.13%, while the blue-chip-laden Dow Jones Industrial Average^SM and technology-heavy Nasdaq Composite® Index gained 10.12% and 7.83%, respectively. Volatility spiked during the period's first half, as equities plummeted late last summer on Europe's debt woes, political wrangling over the U.S. debt ceiling and the sovereign credit-rating downgrade that followed. By October, a seemingly improved U.S. economy rejuvenated stocks, paving the way for major equity benchmarks to post their best first-quarter performance since 1998. However, more eurozone trouble, signs that the U.S. economy had turned sluggish and a slowdown in China caused stocks to slip in May, before a new wave of optimism took hold in June and July. Within the S&P 500®, more-defensive sectors such as telecommunication services (+30%) and consumer staples (+20%) fared best, while materials and energy significantly underperformed, returning -5%. Small- and mid-cap stocks trailed their less-volatile large-cap counterparts, with the Russell 2000® Index adding 0.19% and the Russell Midcap® Index rising 2.28%. Given turmoil and local currency weakness in Europe, foreign developed-markets stocks lost ground, with the MSCI® EAFE® Index returning -11.32%.

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Class K shares rose 2.43%, trailing the 8.26% gain of the Russell 1000® Growth Index. Picks in the food, beverage and tobacco segment of consumer staples hurt, primarily due to the fund's overweighted position in Green Mountain Coffee Roasters, by far the largest relative detractor. Investors began to worry that the maker of Keurig® single-cup coffee systems wouldn't be able to sustain its rapid growth, the company couldn't consistently meet expectations and some well-known hedge fund managers were openly critical about the stock. In May, Green Mountain overestimated the amount of demand for its products and reduced its revenue and earnings expectations. Leading U.S. coal producer Alpha Natural Resources - sold from the fund by period end - detracted, as did the fund's investments in foreign stocks, driven in part by a stronger U.S. dollar. Info tech was a bright spot, where overweighting giant Apple - by far the fund's largest holding - made the biggest overall contribution. Continued strong sales of the company's iPhone® 4S smartphone, personal computers and iPad® tablets boosted Apple's stock. Elsewhere, Hong Kong-based handbag maker Michael Kors Holdings was lifted by significant growth of its retail stores.

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 (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Blue Chip Growth	.88%
Actual		$ 1,000.00	$ 1,046.40	$ 4.48
Hypothetical ^A		$ 1,000.00	$ 1,020.49	$ 4.42
Class K	.73%
Actual		$ 1,000.00	$ 1,047.50	$ 3.72
Hypothetical ^A		$ 1,000.00	$ 1,021.23	$ 3.67
Class F	.68%
Actual		$ 1,000.00	$ 1,047.60	$ 3.46
Hypothetical ^A		$ 1,000.00	$ 1,021.48	$ 3.42

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	10.4	9.8
Google, Inc. Class A	5.4	4.5
Amazon.com, Inc.	2.1	1.7
QUALCOMM, Inc.	2.1	2.1
The Coca-Cola Co.	2.1	1.9
Microsoft Corp.	1.9	1.2
Philip Morris International, Inc.	1.6	1.4
Broadcom Corp. Class A	1.5	1.0
MasterCard, Inc. Class A	1.3	1.1
McDonald's Corp.	1.3	2.2
	29.7
Top Five Market Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	36.8	33.3
Consumer Discretionary	21.1	19.8
Consumer Staples	14.1	11.6
Health Care	9.3	9.5
Industrials	8.5	10.8

Asset Allocation (% of fund's net assets)
As of July 31, 2012*			As of January 31, 2012**
	Stocks 99.8%			Stocks 100.3%
	Convertible Securities 0.0%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities)^† (0.4)%
* Foreign investments		9.7%	** Foreign investments		11.4%

bkk77615

^† Short-term Investments and Net Other Assets (Liabilities) are not included in the pie chart.

Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 20.6%
Auto Components - 0.3%
Delphi Automotive PLC	605,200		$ 17,182
The Goodyear Tire & Rubber Co. (a)	739,100		8,463
TRW Automotive Holdings Corp. (a)	493,500		19,395
			45,040
Automobiles - 0.7%
Harley-Davidson, Inc.	208,600		9,018
Hyundai Motor Co.	75,033		15,728
Kia Motors Corp.	152,660		10,545
Tesla Motors, Inc. (a)(d)	2,702,754		74,110
			109,401
Hotels, Restaurants & Leisure - 4.6%
Bravo Brio Restaurant Group, Inc. (a)	740,800		13,386
Chipotle Mexican Grill, Inc. (a)	137,700		40,254
Dunkin' Brands Group, Inc.	533,300		16,148
Hyatt Hotels Corp. Class A (a)	316,497		11,251
Jubilant Foodworks Ltd. (a)	216,731		4,387
Las Vegas Sands Corp.	2,200,900		80,157
McDonald's Corp.	2,218,930		198,284
Panera Bread Co. Class A (a)	658,500		103,707
Starbucks Corp.	2,572,800		116,496
Wyndham Worldwide Corp.	340,985		17,748
Yum! Brands, Inc.	1,328,700		86,153
			687,971
Household Durables - 1.1%
Lennar Corp. Class A	1,543,452		45,084
SodaStream International Ltd. (a)	286,400		11,172
Toll Brothers, Inc. (a)	1,176,800		34,327
Whirlpool Corp.	1,143,543		77,258
			167,841
Internet & Catalog Retail - 3.3%
Amazon.com, Inc. (a)	1,356,600		316,495
Expedia, Inc. (d)	1,004,300		57,235
Kayak Software Corp.	15,300		513
Priceline.com, Inc. (a)	170,900		113,091
			487,334
Media - 1.6%
Comcast Corp. Class A	4,174,700		135,886
The Walt Disney Co.	1,706,000		83,833
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Time Warner Cable, Inc.	174,500		$ 14,820
Time Warner, Inc.	113,500		4,440
			238,979
Multiline Retail - 1.4%
Dollar General Corp. (a)	636,700		32,478
Dollar Tree, Inc. (a)	329,800		16,602
Dollarama, Inc.	420,234		26,190
JCPenney Co., Inc.	341,700		7,692
Macy's, Inc.	1,977,900		70,888
Target Corp.	883,700		53,596
			207,446
Specialty Retail - 4.4%
American Eagle Outfitters, Inc.	142,800		2,973
AutoZone, Inc. (a)	33,600		12,608
CarMax, Inc. (a)	106,400		2,961
Cia.Hering SA	254,600		5,027
Five Below, Inc.	15,500		455
Foot Locker, Inc.	506,500		16,725
Francescas Holdings Corp. (a)	856,800		26,912
GNC Holdings, Inc.	569,900		21,958
Home Depot, Inc.	2,808,900		146,568
Limited Brands, Inc.	2,769,800		131,704
Lowe's Companies, Inc.	769,500		19,522
Ross Stores, Inc.	516,700		34,330
TJX Companies, Inc.	3,643,580		161,338
Ulta Salon, Cosmetics & Fragrance, Inc.	294,400		24,989
Urban Outfitters, Inc. (a)	1,228,400		37,528
			645,598
Textiles, Apparel & Luxury Goods - 3.2%
Arezzo Industria e Comercio SA	1,681,000		26,390
Brunello Cucinelli SpA	561,900		7,660
Coach, Inc.	745,500		36,776
Fifth & Pacific Companies, Inc. (a)(d)	2,198,511		24,360
Fossil, Inc. (a)	644,319		46,191
lululemon athletica, Inc. (a)	446,180		25,200
Michael Kors Holdings Ltd.	2,825,537		116,666
NIKE, Inc. Class B	858,200		80,113
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
PVH Corp.	954,900		$ 75,848
Under Armour, Inc. Class A (sub. vtg.) (a)	511,418		27,842
			467,046
TOTAL CONSUMER DISCRETIONARY			3,056,656
CONSUMER STAPLES - 14.1%
Beverages - 4.8%
Anheuser-Busch InBev SA NV ADR	734,800		58,211
Beam, Inc.	285,100		17,927
Constellation Brands, Inc. Class A (sub. vtg.) (a)	366,600		10,342
Diageo PLC sponsored ADR	74,000		7,911
Dr Pepper Snapple Group, Inc.	862,000		39,290
Monster Beverage Corp. (a)	2,184,800		145,224
PepsiCo, Inc.	1,619,800		117,808
SABMiller PLC	181,900		7,863
The Coca-Cola Co.	3,773,800		304,923
			709,499
Food & Staples Retailing - 2.7%
Costco Wholesale Corp.	759,900		73,087
CVS Caremark Corp.	2,692,800		121,849
Fresh Market, Inc. (a)	445,100		26,212
Wal-Mart Stores, Inc.	1,262,200		93,946
Whole Foods Market, Inc.	960,000		88,109
			403,203
Food Products - 1.7%
Annie's, Inc. (d)	13,200		538
Calbee, Inc. (d)	386,000		26,875
ConAgra Foods, Inc.	347,800		8,587
DE Master Blenders 1753 NV (a)	821,500		9,520
Green Mountain Coffee Roasters, Inc. (a)(d)	3,782,299		69,065
Kraft Foods, Inc. Class A	678,200		26,931
Mead Johnson Nutrition Co. Class A	349,400		25,492
The Hershey Co.	1,014,500		72,780
The J.M. Smucker Co.	193,900		14,892
			254,680
Household Products - 1.7%
Colgate-Palmolive Co.	500,300		53,712
Kimberly-Clark Corp.	1,046,600		90,960
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Household Products - continued
Procter & Gamble Co.	1,337,400		$ 86,316
Reckitt Benckiser Group PLC	275,100		15,126
			246,114
Personal Products - 0.4%
Herbalife Ltd.	1,137,731		62,450
Tobacco - 2.8%
Altria Group, Inc.	1,873,900		67,404
British American Tobacco PLC (United Kingdom)	146,800		7,797
Lorillard, Inc.	772,000		99,310
Philip Morris International, Inc.	2,640,600		241,456
Souza Cruz SA	202,200		2,852
			418,819
TOTAL CONSUMER STAPLES			2,094,765
ENERGY - 5.5%
Energy Equipment & Services - 2.0%
Atwood Oceanics, Inc. (a)	128,800		5,735
Ensco PLC Class A	270,400		14,691
Halliburton Co.	493,200		16,340
National Oilwell Varco, Inc.	1,343,500		97,135
Schlumberger Ltd.	1,886,000		134,396
Seadrill Ltd.	722,500		28,026
			296,323
Oil, Gas & Consumable Fuels - 3.5%
Anadarko Petroleum Corp.	1,223,700		84,974
Apache Corp.	344,100		29,634
Chevron Corp.	794,500		87,061
Concho Resources, Inc. (a)	34,600		2,950
EOG Resources, Inc.	315,200		30,893
Hess Corp.	153,700		7,248
Marathon Petroleum Corp.	625,400		29,581
Noble Energy, Inc.	31,100		2,719
Occidental Petroleum Corp.	1,164,000		101,303
Peabody Energy Corp.	787,800		16,449
Pioneer Natural Resources Co.	438,300		38,847
Plains Exploration & Production Co. (a)	1,762,200		70,418
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
SM Energy Co.	439,000		$ 20,673
Valero Energy Corp.	117,100		3,220
			525,970
TOTAL ENERGY			822,293
FINANCIALS - 1.9%
Capital Markets - 0.4%
KKR & Co. LP	623,200		8,719
Morgan Stanley	3,653,912		49,912
			58,631
Commercial Banks - 0.2%
ICICI Bank Ltd.	666,777		11,486
Wells Fargo & Co.	366,800		12,402
			23,888
Consumer Finance - 0.3%
Discover Financial Services	1,163,600		41,843
Diversified Financial Services - 0.9%
Citigroup, Inc.	3,352,420		90,951
JPMorgan Chase & Co.	1,283,400		46,202
			137,153
Real Estate Management & Development - 0.1%
Parsvnath Developers Ltd. (a)(e)	21,771,340		15,302
TOTAL FINANCIALS			276,817
HEALTH CARE - 9.3%
Biotechnology - 4.5%
Alexion Pharmaceuticals, Inc. (a)	665,000		69,725
Alkermes PLC (a)	917,100		17,049
Alnylam Pharmaceuticals, Inc. (a)	324,500		6,065
Amgen, Inc.	346,300		28,604
ARIAD Pharmaceuticals, Inc. (a)	1,698,200		32,487
Biogen Idec, Inc. (a)	894,800		130,489
BioMarin Pharmaceutical, Inc. (a)	107,500		4,224
Clovis Oncology, Inc.	195,300		3,455
Exelixis, Inc. (a)	3,425,500		21,409
Gilead Sciences, Inc. (a)	2,463,300		133,831
Grifols SA (a)	95,600		2,981
Grifols SA ADR	38,200		853
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Ironwood Pharmaceuticals, Inc. Class A (a)	473,000		$ 6,088
Medivation, Inc. (a)	149,500		14,905
Merrimack Pharmaceuticals, Inc.	265,000		2,112
Merrimack Pharmaceuticals, Inc. (f)	2,142,858		15,371
ONYX Pharmaceuticals, Inc. (a)	256,300		19,215
Regeneron Pharmaceuticals, Inc. (a)	297,100		40,005
Spectrum Pharmaceuticals, Inc. (a)(d)	1,347,100		18,846
Theravance, Inc. (a)	437,314		12,739
Vertex Pharmaceuticals, Inc. (a)	1,669,800		81,002
ZIOPHARM Oncology, Inc. (a)	721,728		4,063
			665,518
Health Care Equipment & Supplies - 1.0%
Align Technology, Inc. (a)	919,500		31,226
Baxter International, Inc.	132,600		7,758
Covidien PLC	215,000		12,014
Insulet Corp. (a)	310,600		6,075
Intuitive Surgical, Inc. (a)	44,400		21,379
The Cooper Companies, Inc.	730,272		54,960
William Demant Holding A/S (a)	126,000		11,906
			145,318
Health Care Providers & Services - 1.2%
Apollo Hospitals Enterprise Ltd.	649,448		7,366
Catamaran Corp. (a)	102,300		8,689
Express Scripts Holding Co. (a)	2,168,727		125,656
McKesson Corp.	479,144		43,473
			185,184
Health Care Technology - 0.1%
athenahealth, Inc. (a)(d)	154,575		14,144
Pharmaceuticals - 2.5%
Abbott Laboratories	244,100		16,186
Allergan, Inc.	126,100		10,349
AVANIR Pharmaceuticals Class A (a)	2,885,556		8,253
Bristol-Myers Squibb Co.	2,435,100		86,690
Elan Corp. PLC sponsored ADR (a)	2,445,600		28,247
Eli Lilly & Co.	375,600		16,538
Johnson & Johnson	930,440		64,405
Merck & Co., Inc.	101,200		4,470
Pfizer, Inc.	1,839,600		44,224
Questcor Pharmaceuticals, Inc. (a)(d)	457,619		16,872
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Salix Pharmaceuticals Ltd. (a)	446,500		$ 20,012
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,073,200		51,153
			367,399
TOTAL HEALTH CARE			1,377,563
INDUSTRIALS - 8.5%
Aerospace & Defense - 2.8%
Honeywell International, Inc.	762,700		44,275
Precision Castparts Corp.	594,500		92,480
The Boeing Co.	2,057,200		152,048
United Technologies Corp.	1,767,400		131,565
			420,368
Air Freight & Logistics - 0.8%
United Parcel Service, Inc. Class B	1,591,000		120,296
Airlines - 0.3%
United Continental Holdings, Inc. (a)	2,038,600		38,509
Building Products - 0.3%
Armstrong World Industries, Inc.	692,100		26,750
Owens Corning (a)	347,800		9,342
			36,092
Commercial Services & Supplies - 0.0%
Swisher Hygiene, Inc. (a)	2,095,491		3,790
Construction & Engineering - 0.2%
Foster Wheeler AG (a)	250,000		4,510
Quanta Services, Inc. (a)	961,400		22,103
			26,613
Industrial Conglomerates - 1.2%
Carlisle Companies, Inc.	290,500		14,667
Danaher Corp.	2,579,900		136,245
General Electric Co.	1,505,100		31,231
			182,143
Machinery - 1.8%
Caterpillar, Inc.	794,100		66,871
Cummins, Inc.	497,000		47,662
Illinois Tool Works, Inc.	256,300		13,927
Ingersoll-Rand PLC	1,293,700		54,866
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Joy Global, Inc.	1,506,700		$ 78,258
Manitowoc Co., Inc.	693,700		8,324
			269,908
Professional Services - 0.1%
Qualicorp SA (a)	836,000		7,445
Road & Rail - 0.9%
Canadian Pacific	390,000		31,699
Norfolk Southern Corp.	60,500		4,480
Union Pacific Corp.	787,000		96,494
			132,673
Trading Companies & Distributors - 0.1%
H&E Equipment Services, Inc. (a)	463,290		6,542
Mills Estruturas e Servicos de Engenharia SA	827,400		11,156
			17,698
TOTAL INDUSTRIALS			1,255,535
INFORMATION TECHNOLOGY - 36.8%
Communications Equipment - 2.5%
Finisar Corp. (a)	613,500		7,626
Juniper Networks, Inc. (a)	1,887,500		33,088
Motorola Solutions, Inc.	208,700		10,089
Palo Alto Networks, Inc.	18,300		1,046
QUALCOMM, Inc.	5,298,100		316,191
			368,040
Computers & Peripherals - 11.5%
Apple, Inc.	2,533,200		1,547,175
EMC Corp. (a)	2,121,200		55,597
Fusion-io, Inc. (a)	692,400		13,239
Gemalto NV	363,932		27,892
NetApp, Inc. (a)	1,903,000		62,171
			1,706,074
Internet Software & Services - 7.9%
Akamai Technologies, Inc. (a)	1,556,600		54,761
Baidu.com, Inc. sponsored ADR (a)	386,000		46,521
Dropbox, Inc. (f)	1,003,814		9,084
eBay, Inc. (a)	2,122,700		94,036
Facebook, Inc.:
Class A (d)	1,256,300		27,274
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Facebook, Inc.: - continued
Class B (a)(f)	636,167		$ 12,430
Google, Inc. Class A (a)	1,255,867		794,926
IAC/InterActiveCorp	587,700		30,919
LinkedIn Corp. (a)	151,100		15,510
SINA Corp. (a)(d)	393,992		17,891
Tencent Holdings Ltd.	496,000		14,826
Yahoo!, Inc. (a)	3,051,200		48,331
			1,166,509
IT Services - 3.2%
Cognizant Technology Solutions Corp. Class A (a)	1,643,500		93,301
EPAM Systems, Inc.	303,400		4,867
IBM Corp.	36,100		7,075
MasterCard, Inc. Class A	457,200		199,600
Maximus, Inc.	96,200		4,858
Teradata Corp. (a)	269,100		18,197
The Western Union Co.	433,100		7,549
Visa, Inc. Class A	1,103,500		142,429
			477,876
Semiconductors & Semiconductor Equipment - 5.7%
Altera Corp.	2,107,500		74,711
ASML Holding NV	227,100		13,058
Avago Technologies Ltd.	2,168,600		80,238
Broadcom Corp. Class A	6,636,700		224,851
Cirrus Logic, Inc. (a)	1,162,528		42,746
Cree, Inc. (a)	768,200		18,398
Freescale Semiconductor Holdings I Ltd. (a)	5,697,958		60,797
Mellanox Technologies Ltd. (a)	380,700		39,920
NVIDIA Corp. (a)	7,619,673		103,170
NXP Semiconductors NV (a)	7,331,835		165,626
Samsung Electronics Co. Ltd.	7,550		8,741
Skyworks Solutions, Inc. (a)	516,400		14,939
			847,195
Software - 6.0%
Activision Blizzard, Inc.	2,939,000		35,356
Check Point Software Technologies Ltd. (a)	1,030,400		50,047
Citrix Systems, Inc. (a)	1,550,100		112,661
Guidewire Software, Inc.	248,300		6,371
Informatica Corp. (a)	437,700		12,917
Jive Software, Inc.	533,500		10,686
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Microsoft Corp.	9,327,700		$ 274,887
Oracle Corp.	2,392,100		72,241
QLIK Technologies, Inc. (a)	767,063		15,341
Red Hat, Inc. (a)	1,020,700		54,771
salesforce.com, Inc. (a)	1,341,665		166,849
ServiceNow, Inc.	36,400		983
Splunk, Inc. (d)	196,000		5,762
VMware, Inc. Class A (a)	771,500		70,021
			888,893
TOTAL INFORMATION TECHNOLOGY			5,454,587
MATERIALS - 2.4%
Chemicals - 2.2%
Albemarle Corp.	856,400		49,860
CF Industries Holdings, Inc.	178,000		34,845
E.I. du Pont de Nemours & Co.	1,225,400		60,902
Eastman Chemical Co.	169,100		8,841
LyondellBasell Industries NV Class A	1,211,700		53,957
Monsanto Co.	763,800		65,397
PetroLogistics LP	883,200		10,916
Sherwin-Williams Co.	165,000		22,168
Westlake Chemical Corp. (d)	417,500		24,783
			331,669
Containers & Packaging - 0.2%
Rock-Tenn Co. Class A	439,500		25,588
TOTAL MATERIALS			357,257
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
Sprint Nextel Corp. (a)	3,330,000		14,519
Vodafone Group PLC sponsored ADR	407,300		11,710
			26,229
TOTAL COMMON STOCKS (Cost $11,025,400)		14,721,702
Nonconvertible Preferred Stocks - 0.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 0.5%
Automobiles - 0.5%
Volkswagen AG	469,300		$ 80,262
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $52,053)		80,262
Money Market Funds - 1.3%

Fidelity Cash Central Fund, 0.17% (b)	12,339,372		12,339
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	173,924,939		173,925
TOTAL MONEY MARKET FUNDS (Cost $186,264)		186,264
TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $11,263,717)			14,988,228
NET OTHER ASSETS (LIABILITIES) - (1.1)%			(168,514)
NET ASSETS - 100%		$ 14,819,714

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 restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Dropbox, Inc.	5/2/12	$ 9,084
Facebook, Inc. Class B	3/31/11 - 5/19/11	$ 15,909
Merrimack Pharmaceuticals, Inc.	3/31/11	$ 15,000

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	$ 55
Fidelity Securities Lending Cash Central Fund	3,357
Total	$ 3,412

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 22,924	$ -	$ -	$ -	$ 15,302
Spectrum Pharmaceuticals, Inc.	-	42,886	19,181	-	-
Total	$ 22,924	$ 42,886	$ 19,181	$ -	$ 15,302

Other Information

The following is a summary of the inputs used, as of July 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 3,136,918	$ 3,136,918	$ -	$ -
Consumer Staples	2,094,765	2,060,093	34,672	-
Energy	822,293	822,293	-	-
Financials	276,817	265,331	11,486	-
Health Care	1,377,563	1,362,192	15,371	-
Industrials	1,255,535	1,251,745	3,790	-
Information Technology	5,454,587	5,433,073	12,430	9,084
Materials	357,257	357,257	-	-
Telecommunication Services	26,229	26,229	-	-
Money Market Funds	186,264	186,264	-	-
Total Investments in Securities:	$ 14,988,228	$ 14,901,395	$ 77,749	$ 9,084

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)	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $165,637) - See accompanying schedule: Unaffiliated issuers (cost $11,046,602)	$ 14,786,662
Fidelity Central Funds (cost $186,264)	186,264
Other affiliated issuers (cost $30,851)	15,302
Total Investments (cost $11,263,717)		$ 14,988,228
Foreign currency held at value (cost $2,675)		2,675
Receivable for investments sold		203,022
Receivable for fund shares sold		32,067
Dividends receivable		3,803
Distributions receivable from Fidelity Central Funds		286
Other receivables		749
Total assets		15,230,830

Liabilities
Payable to custodian bank	$ 6
Payable for investments purchased	187,368
Payable for fund shares redeemed	40,039
Accrued management fee	7,123
Other affiliated payables	2,028
Other payables and accrued expenses	627
Collateral on securities loaned, at value	173,925
Total liabilities		411,116

Net Assets		$ 14,819,714
Net Assets consist of:
Paid in capital		$ 11,168,136
Undistributed net investment income		10,385
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(83,290)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,724,483
Net Assets		$ 14,819,714

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)	July 31, 2012

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($10,595,343 ÷ 223,607 shares)		$ 47.38

Class K: Net Asset Value, offering price and redemption price per share ($2,467,455 ÷ 51,991 shares)		$ 47.46

Class F: Net Asset Value, offering price and redemption price per share ($1,756,916 ÷ 36,980 shares)		$ 47.51

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2012

Investment Income
Dividends		$ 150,681
Interest		1
Income from Fidelity Central Funds		3,412
Total income		154,094

Expenses
Management fee Basic fee	$ 77,977
Performance adjustment	15,095
Transfer agent fees	23,533
Accounting and security lending fees	1,491
Custodian fees and expenses	585
Independent trustees' compensation	94
Registration fees	252
Audit	101
Legal	53
Interest	6
Miscellaneous	142
Total expenses before reductions	119,329
Expense reductions	(618)	118,711
Net investment income (loss)		35,383
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(32,788)
Other affiliated issuers	(4,301)
Foreign currency transactions	(342)
Total net realized gain (loss)		(37,431)
Change in net unrealized appreciation (depreciation) on: Investment securities	271,818
Assets and liabilities in foreign currencies	(29)
Total change in net unrealized appreciation (depreciation)		271,789
Net gain (loss)		234,358
Net increase (decrease) in net assets resulting from operations		$ 269,741

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 July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 35,383	$ (4,517)
Net realized gain (loss)	(37,431)	1,562,158
Change in net unrealized appreciation (depreciation)	271,789	1,651,657
Net increase (decrease) in net assets resulting from operations	269,741	3,209,298
Distributions to shareholders from net investment income	(15,666)	(2,405)
Distributions to shareholders from net realized gain	(480,841)	(12,451)
Total distributions	(496,507)	(14,856)
Share transactions - net increase (decrease)	656,032	(352,214)
Total increase (decrease) in net assets	429,266	2,842,228

Net Assets
Beginning of period	14,390,448	11,548,220
End of period (including undistributed net investment income of $10,385 and accumulated net investment loss of $7,667, respectively)	$ 14,819,714	$ 14,390,448

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 48.17	$ 37.63	$ 31.97	$ 39.06	$ 46.88
Income from Investment Operations
Net investment income (loss)^B	.10	(.03)	.04	.27	.35
Net realized and unrealized gain (loss)	.75	10.61	5.80	(6.36)	(2.89)
Total from investment operations	.85	10.58	5.84	(6.09)	(2.54)
Distributions from net investment income	(.04)	(.00)^{F, G}	(.18)	(.29)	(.33)
Distributions from net realized gain	(1.60)	(.04)^F	-	(.71)	(4.95)
Total distributions	(1.64)	(.04)	(.18)	(1.00)	(5.28)
Net asset value, end of period	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Total Return^A	2.27%	28.12%	18.29%	(15.85)%	(6.30)%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.90%	.94%	.94%	.76%	.58%
Expenses net of fee waivers, if any	.90%	.94%	.94%	.76%	.58%
Expenses net of all reductions	.89%	.92%	.93%	.76%	.57%
Net investment income (loss)	.21%	(.06)%	.10%	.93%	.81%
Supplemental Data
Net assets, end of period (in millions)	$ 10,595	$ 12,024	$ 10,295	$ 9,691	$ 13,349
Portfolio turnover rate^D	95%	132%	135%	134%	82%

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

^F The amount shown reflects certain reclassifications related to book to tax differences.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2012	2011	2010	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 48.21	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss)^D	.17	.05	.11	.32	.10
Net realized and unrealized gain (loss)	.75	10.62	5.79	(6.33)	(2.84)
Total from investment operations	.92	10.67	5.90	(6.01)	(2.74)
Distributions from net investment income	(.08)	(.05)^I	(.25)	(.34)	-
Distributions from net realized gain	(1.60)	(.07)^I	-	(.71)	-
Total distributions	(1.67)^J	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Total Return^{B, C}	2.43%	28.37%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.74%	.77%	.75%	.53%	.41%^A
Expenses net of fee waivers, if any	.74%	.77%	.75%	.53%	.41%^A
Expenses net of all reductions	.73%	.76%	.74%	.52%	.41%^A
Net investment income (loss)	.37%	.11%	.30%	1.16%	1.09%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,467,455	$ 1,454,854	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate^F	95%	132%	135%	134%	82%

^A Annualized

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

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

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

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

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

^I The amount shown reflects certain reclassifications related to book to tax differences.

^J Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share.

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2012	2011	2010	2009^G
Selected Per-Share Data
Net asset value, beginning of period	$ 48.24	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss)^D	.19	.07	.13	-^I
Net realized and unrealized gain (loss)	.76	10.61	5.80	2.82
Total from investment operations	.95	10.68	5.93	2.82
Distributions from net investment income	(.08)	(.06)^J	(.22)	-
Distributions from net realized gain	(1.60)	(.08)^J	-	-
Total distributions	(1.68)	(.13)^K	(.22)	-
Net asset value, end of period	$ 47.51	$ 48.24	$ 37.69	$ 31.98
Total Return^{B, C}	2.49%	28.41%	18.59%	9.67%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.69%	.72%	.70%	.51%^A
Expenses net of fee waivers, if any	.69%	.72%	.70%	.51%^A
Expenses net of all reductions	.68%	.71%	.68%	.51%^A
Net investment income (loss)	.42%	.16%	.35%	(.05)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,756,916	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate^F	95%	132%	135%	134%

^A Annualized

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

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

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

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

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

^J The amount shown reflects certain reclassifications related to book to tax differences.

^K Total distributions of $.13 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.076 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2012

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Blue Chip Growth Fund (the Fund) is a fund of Fidelity Securities Fund (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 Blue Chip Growth, Class K and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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 or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2012, is included at the end of the Fund's Schedule of Investments.

Annual Report

3. Significant Accounting Policies - continued

Distributions are declared and 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 GAAP. These differences resulted in distribution reclassifications. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 4,132,802
Gross unrealized depreciation	(484,426)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,648,376

Tax Cost	$ 11,339,852

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

Undistributed ordinary income	$ 10,887
Capital loss carryforward	$ (7,155)
Net unrealized appreciation (depreciation)	$ 3,648,348

Fiscal year of expiration
No expiration
Short-term	$ (7,155)

The tax character of distributions paid was as follows:

	July 31, 2012	July 31, 2011
Ordinary Income	$ 15,666	$ 2,405
Long-term Capital Gains	480,841	12,451
Total	$ 496,507	$ 14,856

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $13,550,160 and $13,321,571, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Blue Chip Growth as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .67% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Blue Chip Growth FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Blue Chip Growth	$ 22,565	.21
Class K	968	.05
	$ 23,533

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. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 14,697	.35%	$ 6

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $39 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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. The value of securities loaned to FCM at period end was $3,016. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $3,357, including $95 from securities loaned to FCM.

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2012	2011
From net investment income
Blue Chip Growth	$ 10,644	$ 670
Class K	2,860	1,165
Class F	2,162	570
Total	$ 15,666	$ 2,405
From net realized gain
Blue Chip Growth	$ 397,250	$ 9,690
Class K	51,295	1,750
Class F	32,296	1,011
Total	$ 480,841	$ 12,451

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2012	2011	2012	2011
Blue Chip Growth
Shares sold	42,825	42,281	$ 1,970,082	$ 1,904,203
Reinvestment of distributions	9,668	232	399,689	10,166
Shares redeemed	(78,498)	(66,514)	(3,530,347)	(2,974,498)
Net increase (decrease)	(26,005)	(24,001)	$ (1,160,576)	$ (1,060,129)
Class K
Shares sold	29,866	13,902	$ 1,366,770	$ 625,856
Reinvestment of distributions	1,309	70	54,155	2,916
Shares redeemed	(9,363)	(8,528)	(426,597)	(379,087)
Net increase (decrease)	21,812	5,444	$ 994,328	$ 249,685
Class F
Shares sold	19,170	12,501	$ 873,960	$ 558,704
Reinvestment of distributions	832	38	34,458	1,580
Shares redeemed	(1,918)	(2,171)	(86,138)	(102,054)
Net increase (decrease)	18,084	10,368	$ 822,280	$ 458,230

12. Other.

At the end of the period, the Fidelity Adviser Freedom Funds, the Fidelity Freedom Funds and the Fidelity Freedom K Funds were the owners of record in the aggregate of approximately 25% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Growth Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Blue Chip Growth Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2012, 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 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 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 July 31, 2012, 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 Blue Chip Growth Fund as of July 31, 2012, 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.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 12, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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.

Annual Report

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 Occupations and Other Relevant Experience⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Edward C. Johnson 3d (82)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (69)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1990-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (64)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (54)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

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

Class K designates 100% of the dividends distributed during the fiscal year as amounts which can 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 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class K and the retail class show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Blue Chip Growth Fund

bkk77617

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longest performance record) was in the third quartile for the one-year period and the first quartile for the three- and five-year periods. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Fidelity Blue Chip Growth Fund

bkk77619

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 2011. 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.

Furthermore, the Board considered that shareholders approved a prospective change in the index used to calculate the fund's performance adjustment beginning June 1, 2006. 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 June 1, 2006 and the performance of the current index for the remainder of the measurement period. The Board noted that the fund's performance adjustments for 2007 through 2009 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 is fair and reasonable in light of the services that the fund receives and the other factors considered.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each class ranked below its competitive median for 2011.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

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

BCF-K-UANN-0912
1.863112.103

Fidelity®

Blue Chip Growth

Fund

Annual Report

July 31, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2012	Past 1 year	Past 5 years	Past 10 years
Fidelity® Blue Chip Growth Fund	2.27%	4.09%	6.15%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund, a class of the fund, on July 31, 2002. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period.

bcf77534

Annual Report

Management's Discussion of Fund Performance

Market Recap: Major U.S. equity benchmarks posted solid gains for the year ending July 31, 2012, amid an uncertain investment environment. The broad-based S&P 500® Index returned 9.13%, while the blue-chip-laden Dow Jones Industrial Average^SM and technology-heavy Nasdaq Composite® Index gained 10.12% and 7.83%, respectively. Volatility spiked during the period's first half, as equities plummeted late last summer on Europe's debt woes, political wrangling over the U.S. debt ceiling and the sovereign credit-rating downgrade that followed. By October, a seemingly improved U.S. economy rejuvenated stocks, paving the way for major equity benchmarks to post their best first-quarter performance since 1998. However, more eurozone trouble, signs that the U.S. economy had turned sluggish and a slowdown in China caused stocks to slip in May, before a new wave of optimism took hold in June and July. Within the S&P 500®, more-defensive sectors such as telecommunication services (+30%) and consumer staples (+20%) fared best, while materials and energy significantly underperformed, returning -5%. Small- and mid-cap stocks trailed their less-volatile large-cap counterparts, with the Russell 2000® Index adding 0.19% and the Russell Midcap® Index rising 2.28%. Given turmoil and local currency weakness in Europe, foreign developed-markets stocks lost ground, with the MSCI® EAFE® Index returning -11.32%.

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Retail Class shares rose 2.27%, trailing the 8.26% gain of the Russell 1000® Growth Index. Picks in the food, beverage and tobacco segment of consumer staples hurt, primarily due to the fund's overweighted position in Green Mountain Coffee Roasters, by far the largest relative detractor. Investors began to worry that the maker of Keurig® single-cup coffee systems wouldn't be able to sustain its rapid growth, the company couldn't consistently meet expectations and some well-known hedge fund managers were openly critical about the stock. In May, Green Mountain overestimated the amount of demand for its products and reduced its revenue and earnings expectations. Leading U.S. coal producer Alpha Natural Resources - sold from the fund by period end - detracted, as did the fund's investments in foreign stocks, driven in part by a stronger U.S. dollar. Info tech was a bright spot, where overweighting giant Apple - by far the fund's largest holding - made the biggest overall contribution. Continued strong sales of the company's iPhone® 4S smartphone, personal computers and iPad® tablets boosted Apple's stock. Elsewhere, Hong Kong-based handbag maker Michael Kors Holdings was lifted by significant growth of its retail stores.

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 (February 1, 2012 to July 31, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2012	Ending Account Value July 31, 2012	Expenses Paid During Period* February 1, 2012 to July 31, 2012
Blue Chip Growth	.88%
Actual		$ 1,000.00	$ 1,046.40	$ 4.48
Hypothetical ^A		$ 1,000.00	$ 1,020.49	$ 4.42
Class K	.73%
Actual		$ 1,000.00	$ 1,047.50	$ 3.72
Hypothetical ^A		$ 1,000.00	$ 1,021.23	$ 3.67
Class F	.68%
Actual		$ 1,000.00	$ 1,047.60	$ 3.46
Hypothetical ^A		$ 1,000.00	$ 1,021.48	$ 3.42

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	10.4	9.8
Google, Inc. Class A	5.4	4.5
Amazon.com, Inc.	2.1	1.7
QUALCOMM, Inc.	2.1	2.1
The Coca-Cola Co.	2.1	1.9
Microsoft Corp.	1.9	1.2
Philip Morris International, Inc.	1.6	1.4
Broadcom Corp. Class A	1.5	1.0
MasterCard, Inc. Class A	1.3	1.1
McDonald's Corp.	1.3	2.2
	29.7
Top Five Market Sectors as of July 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	36.8	33.3
Consumer Discretionary	21.1	19.8
Consumer Staples	14.1	11.6
Health Care	9.3	9.5
Industrials	8.5	10.8

Asset Allocation (% of fund's net assets)
As of July 31, 2012*			As of January 31, 2012**
	Stocks 99.8%			Stocks 100.3%
	Convertible Securities 0.0%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities)^† (0.4)%
* Foreign investments		9.7%	** Foreign investments		11.4%

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^† Short-term Investments and Net Other Assets (Liabilities) are not included in the pie chart.

Annual Report

Investments July 31, 2012

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 20.6%
Auto Components - 0.3%
Delphi Automotive PLC	605,200		$ 17,182
The Goodyear Tire & Rubber Co. (a)	739,100		8,463
TRW Automotive Holdings Corp. (a)	493,500		19,395
			45,040
Automobiles - 0.7%
Harley-Davidson, Inc.	208,600		9,018
Hyundai Motor Co.	75,033		15,728
Kia Motors Corp.	152,660		10,545
Tesla Motors, Inc. (a)(d)	2,702,754		74,110
			109,401
Hotels, Restaurants & Leisure - 4.6%
Bravo Brio Restaurant Group, Inc. (a)	740,800		13,386
Chipotle Mexican Grill, Inc. (a)	137,700		40,254
Dunkin' Brands Group, Inc.	533,300		16,148
Hyatt Hotels Corp. Class A (a)	316,497		11,251
Jubilant Foodworks Ltd. (a)	216,731		4,387
Las Vegas Sands Corp.	2,200,900		80,157
McDonald's Corp.	2,218,930		198,284
Panera Bread Co. Class A (a)	658,500		103,707
Starbucks Corp.	2,572,800		116,496
Wyndham Worldwide Corp.	340,985		17,748
Yum! Brands, Inc.	1,328,700		86,153
			687,971
Household Durables - 1.1%
Lennar Corp. Class A	1,543,452		45,084
SodaStream International Ltd. (a)	286,400		11,172
Toll Brothers, Inc. (a)	1,176,800		34,327
Whirlpool Corp.	1,143,543		77,258
			167,841
Internet & Catalog Retail - 3.3%
Amazon.com, Inc. (a)	1,356,600		316,495
Expedia, Inc. (d)	1,004,300		57,235
Kayak Software Corp.	15,300		513
Priceline.com, Inc. (a)	170,900		113,091
			487,334
Media - 1.6%
Comcast Corp. Class A	4,174,700		135,886
The Walt Disney Co.	1,706,000		83,833
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Time Warner Cable, Inc.	174,500		$ 14,820
Time Warner, Inc.	113,500		4,440
			238,979
Multiline Retail - 1.4%
Dollar General Corp. (a)	636,700		32,478
Dollar Tree, Inc. (a)	329,800		16,602
Dollarama, Inc.	420,234		26,190
JCPenney Co., Inc.	341,700		7,692
Macy's, Inc.	1,977,900		70,888
Target Corp.	883,700		53,596
			207,446
Specialty Retail - 4.4%
American Eagle Outfitters, Inc.	142,800		2,973
AutoZone, Inc. (a)	33,600		12,608
CarMax, Inc. (a)	106,400		2,961
Cia.Hering SA	254,600		5,027
Five Below, Inc.	15,500		455
Foot Locker, Inc.	506,500		16,725
Francescas Holdings Corp. (a)	856,800		26,912
GNC Holdings, Inc.	569,900		21,958
Home Depot, Inc.	2,808,900		146,568
Limited Brands, Inc.	2,769,800		131,704
Lowe's Companies, Inc.	769,500		19,522
Ross Stores, Inc.	516,700		34,330
TJX Companies, Inc.	3,643,580		161,338
Ulta Salon, Cosmetics & Fragrance, Inc.	294,400		24,989
Urban Outfitters, Inc. (a)	1,228,400		37,528
			645,598
Textiles, Apparel & Luxury Goods - 3.2%
Arezzo Industria e Comercio SA	1,681,000		26,390
Brunello Cucinelli SpA	561,900		7,660
Coach, Inc.	745,500		36,776
Fifth & Pacific Companies, Inc. (a)(d)	2,198,511		24,360
Fossil, Inc. (a)	644,319		46,191
lululemon athletica, Inc. (a)	446,180		25,200
Michael Kors Holdings Ltd.	2,825,537		116,666
NIKE, Inc. Class B	858,200		80,113
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
PVH Corp.	954,900		$ 75,848
Under Armour, Inc. Class A (sub. vtg.) (a)	511,418		27,842
			467,046
TOTAL CONSUMER DISCRETIONARY			3,056,656
CONSUMER STAPLES - 14.1%
Beverages - 4.8%
Anheuser-Busch InBev SA NV ADR	734,800		58,211
Beam, Inc.	285,100		17,927
Constellation Brands, Inc. Class A (sub. vtg.) (a)	366,600		10,342
Diageo PLC sponsored ADR	74,000		7,911
Dr Pepper Snapple Group, Inc.	862,000		39,290
Monster Beverage Corp. (a)	2,184,800		145,224
PepsiCo, Inc.	1,619,800		117,808
SABMiller PLC	181,900		7,863
The Coca-Cola Co.	3,773,800		304,923
			709,499
Food & Staples Retailing - 2.7%
Costco Wholesale Corp.	759,900		73,087
CVS Caremark Corp.	2,692,800		121,849
Fresh Market, Inc. (a)	445,100		26,212
Wal-Mart Stores, Inc.	1,262,200		93,946
Whole Foods Market, Inc.	960,000		88,109
			403,203
Food Products - 1.7%
Annie's, Inc. (d)	13,200		538
Calbee, Inc. (d)	386,000		26,875
ConAgra Foods, Inc.	347,800		8,587
DE Master Blenders 1753 NV (a)	821,500		9,520
Green Mountain Coffee Roasters, Inc. (a)(d)	3,782,299		69,065
Kraft Foods, Inc. Class A	678,200		26,931
Mead Johnson Nutrition Co. Class A	349,400		25,492
The Hershey Co.	1,014,500		72,780
The J.M. Smucker Co.	193,900		14,892
			254,680
Household Products - 1.7%
Colgate-Palmolive Co.	500,300		53,712
Kimberly-Clark Corp.	1,046,600		90,960
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Household Products - continued
Procter & Gamble Co.	1,337,400		$ 86,316
Reckitt Benckiser Group PLC	275,100		15,126
			246,114
Personal Products - 0.4%
Herbalife Ltd.	1,137,731		62,450
Tobacco - 2.8%
Altria Group, Inc.	1,873,900		67,404
British American Tobacco PLC (United Kingdom)	146,800		7,797
Lorillard, Inc.	772,000		99,310
Philip Morris International, Inc.	2,640,600		241,456
Souza Cruz SA	202,200		2,852
			418,819
TOTAL CONSUMER STAPLES			2,094,765
ENERGY - 5.5%
Energy Equipment & Services - 2.0%
Atwood Oceanics, Inc. (a)	128,800		5,735
Ensco PLC Class A	270,400		14,691
Halliburton Co.	493,200		16,340
National Oilwell Varco, Inc.	1,343,500		97,135
Schlumberger Ltd.	1,886,000		134,396
Seadrill Ltd.	722,500		28,026
			296,323
Oil, Gas & Consumable Fuels - 3.5%
Anadarko Petroleum Corp.	1,223,700		84,974
Apache Corp.	344,100		29,634
Chevron Corp.	794,500		87,061
Concho Resources, Inc. (a)	34,600		2,950
EOG Resources, Inc.	315,200		30,893
Hess Corp.	153,700		7,248
Marathon Petroleum Corp.	625,400		29,581
Noble Energy, Inc.	31,100		2,719
Occidental Petroleum Corp.	1,164,000		101,303
Peabody Energy Corp.	787,800		16,449
Pioneer Natural Resources Co.	438,300		38,847
Plains Exploration & Production Co. (a)	1,762,200		70,418
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
SM Energy Co.	439,000		$ 20,673
Valero Energy Corp.	117,100		3,220
			525,970
TOTAL ENERGY			822,293
FINANCIALS - 1.9%
Capital Markets - 0.4%
KKR & Co. LP	623,200		8,719
Morgan Stanley	3,653,912		49,912
			58,631
Commercial Banks - 0.2%
ICICI Bank Ltd.	666,777		11,486
Wells Fargo & Co.	366,800		12,402
			23,888
Consumer Finance - 0.3%
Discover Financial Services	1,163,600		41,843
Diversified Financial Services - 0.9%
Citigroup, Inc.	3,352,420		90,951
JPMorgan Chase & Co.	1,283,400		46,202
			137,153
Real Estate Management & Development - 0.1%
Parsvnath Developers Ltd. (a)(e)	21,771,340		15,302
TOTAL FINANCIALS			276,817
HEALTH CARE - 9.3%
Biotechnology - 4.5%
Alexion Pharmaceuticals, Inc. (a)	665,000		69,725
Alkermes PLC (a)	917,100		17,049
Alnylam Pharmaceuticals, Inc. (a)	324,500		6,065
Amgen, Inc.	346,300		28,604
ARIAD Pharmaceuticals, Inc. (a)	1,698,200		32,487
Biogen Idec, Inc. (a)	894,800		130,489
BioMarin Pharmaceutical, Inc. (a)	107,500		4,224
Clovis Oncology, Inc.	195,300		3,455
Exelixis, Inc. (a)	3,425,500		21,409
Gilead Sciences, Inc. (a)	2,463,300		133,831
Grifols SA (a)	95,600		2,981
Grifols SA ADR	38,200		853
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Ironwood Pharmaceuticals, Inc. Class A (a)	473,000		$ 6,088
Medivation, Inc. (a)	149,500		14,905
Merrimack Pharmaceuticals, Inc.	265,000		2,112
Merrimack Pharmaceuticals, Inc. (f)	2,142,858		15,371
ONYX Pharmaceuticals, Inc. (a)	256,300		19,215
Regeneron Pharmaceuticals, Inc. (a)	297,100		40,005
Spectrum Pharmaceuticals, Inc. (a)(d)	1,347,100		18,846
Theravance, Inc. (a)	437,314		12,739
Vertex Pharmaceuticals, Inc. (a)	1,669,800		81,002
ZIOPHARM Oncology, Inc. (a)	721,728		4,063
			665,518
Health Care Equipment & Supplies - 1.0%
Align Technology, Inc. (a)	919,500		31,226
Baxter International, Inc.	132,600		7,758
Covidien PLC	215,000		12,014
Insulet Corp. (a)	310,600		6,075
Intuitive Surgical, Inc. (a)	44,400		21,379
The Cooper Companies, Inc.	730,272		54,960
William Demant Holding A/S (a)	126,000		11,906
			145,318
Health Care Providers & Services - 1.2%
Apollo Hospitals Enterprise Ltd.	649,448		7,366
Catamaran Corp. (a)	102,300		8,689
Express Scripts Holding Co. (a)	2,168,727		125,656
McKesson Corp.	479,144		43,473
			185,184
Health Care Technology - 0.1%
athenahealth, Inc. (a)(d)	154,575		14,144
Pharmaceuticals - 2.5%
Abbott Laboratories	244,100		16,186
Allergan, Inc.	126,100		10,349
AVANIR Pharmaceuticals Class A (a)	2,885,556		8,253
Bristol-Myers Squibb Co.	2,435,100		86,690
Elan Corp. PLC sponsored ADR (a)	2,445,600		28,247
Eli Lilly & Co.	375,600		16,538
Johnson & Johnson	930,440		64,405
Merck & Co., Inc.	101,200		4,470
Pfizer, Inc.	1,839,600		44,224
Questcor Pharmaceuticals, Inc. (a)(d)	457,619		16,872
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Salix Pharmaceuticals Ltd. (a)	446,500		$ 20,012
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,073,200		51,153
			367,399
TOTAL HEALTH CARE			1,377,563
INDUSTRIALS - 8.5%
Aerospace & Defense - 2.8%
Honeywell International, Inc.	762,700		44,275
Precision Castparts Corp.	594,500		92,480
The Boeing Co.	2,057,200		152,048
United Technologies Corp.	1,767,400		131,565
			420,368
Air Freight & Logistics - 0.8%
United Parcel Service, Inc. Class B	1,591,000		120,296
Airlines - 0.3%
United Continental Holdings, Inc. (a)	2,038,600		38,509
Building Products - 0.3%
Armstrong World Industries, Inc.	692,100		26,750
Owens Corning (a)	347,800		9,342
			36,092
Commercial Services & Supplies - 0.0%
Swisher Hygiene, Inc. (a)	2,095,491		3,790
Construction & Engineering - 0.2%
Foster Wheeler AG (a)	250,000		4,510
Quanta Services, Inc. (a)	961,400		22,103
			26,613
Industrial Conglomerates - 1.2%
Carlisle Companies, Inc.	290,500		14,667
Danaher Corp.	2,579,900		136,245
General Electric Co.	1,505,100		31,231
			182,143
Machinery - 1.8%
Caterpillar, Inc.	794,100		66,871
Cummins, Inc.	497,000		47,662
Illinois Tool Works, Inc.	256,300		13,927
Ingersoll-Rand PLC	1,293,700		54,866
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Joy Global, Inc.	1,506,700		$ 78,258
Manitowoc Co., Inc.	693,700		8,324
			269,908
Professional Services - 0.1%
Qualicorp SA (a)	836,000		7,445
Road & Rail - 0.9%
Canadian Pacific	390,000		31,699
Norfolk Southern Corp.	60,500		4,480
Union Pacific Corp.	787,000		96,494
			132,673
Trading Companies & Distributors - 0.1%
H&E Equipment Services, Inc. (a)	463,290		6,542
Mills Estruturas e Servicos de Engenharia SA	827,400		11,156
			17,698
TOTAL INDUSTRIALS			1,255,535
INFORMATION TECHNOLOGY - 36.8%
Communications Equipment - 2.5%
Finisar Corp. (a)	613,500		7,626
Juniper Networks, Inc. (a)	1,887,500		33,088
Motorola Solutions, Inc.	208,700		10,089
Palo Alto Networks, Inc.	18,300		1,046
QUALCOMM, Inc.	5,298,100		316,191
			368,040
Computers & Peripherals - 11.5%
Apple, Inc.	2,533,200		1,547,175
EMC Corp. (a)	2,121,200		55,597
Fusion-io, Inc. (a)	692,400		13,239
Gemalto NV	363,932		27,892
NetApp, Inc. (a)	1,903,000		62,171
			1,706,074
Internet Software & Services - 7.9%
Akamai Technologies, Inc. (a)	1,556,600		54,761
Baidu.com, Inc. sponsored ADR (a)	386,000		46,521
Dropbox, Inc. (f)	1,003,814		9,084
eBay, Inc. (a)	2,122,700		94,036
Facebook, Inc.:
Class A (d)	1,256,300		27,274
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Facebook, Inc.: - continued
Class B (a)(f)	636,167		$ 12,430
Google, Inc. Class A (a)	1,255,867		794,926
IAC/InterActiveCorp	587,700		30,919
LinkedIn Corp. (a)	151,100		15,510
SINA Corp. (a)(d)	393,992		17,891
Tencent Holdings Ltd.	496,000		14,826
Yahoo!, Inc. (a)	3,051,200		48,331
			1,166,509
IT Services - 3.2%
Cognizant Technology Solutions Corp. Class A (a)	1,643,500		93,301
EPAM Systems, Inc.	303,400		4,867
IBM Corp.	36,100		7,075
MasterCard, Inc. Class A	457,200		199,600
Maximus, Inc.	96,200		4,858
Teradata Corp. (a)	269,100		18,197
The Western Union Co.	433,100		7,549
Visa, Inc. Class A	1,103,500		142,429
			477,876
Semiconductors & Semiconductor Equipment - 5.7%
Altera Corp.	2,107,500		74,711
ASML Holding NV	227,100		13,058
Avago Technologies Ltd.	2,168,600		80,238
Broadcom Corp. Class A	6,636,700		224,851
Cirrus Logic, Inc. (a)	1,162,528		42,746
Cree, Inc. (a)	768,200		18,398
Freescale Semiconductor Holdings I Ltd. (a)	5,697,958		60,797
Mellanox Technologies Ltd. (a)	380,700		39,920
NVIDIA Corp. (a)	7,619,673		103,170
NXP Semiconductors NV��(a)	7,331,835		165,626
Samsung Electronics Co. Ltd.	7,550		8,741
Skyworks Solutions, Inc. (a)	516,400		14,939
			847,195
Software - 6.0%
Activision Blizzard, Inc.	2,939,000		35,356
Check Point Software Technologies Ltd. (a)	1,030,400		50,047
Citrix Systems, Inc. (a)	1,550,100		112,661
Guidewire Software, Inc.	248,300		6,371
Informatica Corp. (a)	437,700		12,917
Jive Software, Inc.	533,500		10,686
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Microsoft Corp.	9,327,700		$ 274,887
Oracle Corp.	2,392,100		72,241
QLIK Technologies, Inc. (a)	767,063		15,341
Red Hat, Inc. (a)	1,020,700		54,771
salesforce.com, Inc. (a)	1,341,665		166,849
ServiceNow, Inc.	36,400		983
Splunk, Inc. (d)	196,000		5,762
VMware, Inc. Class A (a)	771,500		70,021
			888,893
TOTAL INFORMATION TECHNOLOGY			5,454,587
MATERIALS - 2.4%
Chemicals - 2.2%
Albemarle Corp.	856,400		49,860
CF Industries Holdings, Inc.	178,000		34,845
E.I. du Pont de Nemours & Co.	1,225,400		60,902
Eastman Chemical Co.	169,100		8,841
LyondellBasell Industries NV Class A	1,211,700		53,957
Monsanto Co.	763,800		65,397
PetroLogistics LP	883,200		10,916
Sherwin-Williams Co.	165,000		22,168
Westlake Chemical Corp. (d)	417,500		24,783
			331,669
Containers & Packaging - 0.2%
Rock-Tenn Co. Class A	439,500		25,588
TOTAL MATERIALS			357,257
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
Sprint Nextel Corp. (a)	3,330,000		14,519
Vodafone Group PLC sponsored ADR	407,300		11,710
			26,229
TOTAL COMMON STOCKS (Cost $11,025,400)		14,721,702
Nonconvertible Preferred Stocks - 0.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 0.5%
Automobiles - 0.5%
Volkswagen AG	469,300		$ 80,262
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $52,053)		80,262
Money Market Funds - 1.3%

Fidelity Cash Central Fund, 0.17% (b)	12,339,372		12,339
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	173,924,939		173,925
TOTAL MONEY MARKET FUNDS (Cost $186,264)		186,264
TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $11,263,717)			14,988,228
NET OTHER ASSETS (LIABILITIES) - (1.1)%			(168,514)
NET ASSETS - 100%		$ 14,819,714

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 restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Dropbox, Inc.	5/2/12	$ 9,084
Facebook, Inc. Class B	3/31/11 - 5/19/11	$ 15,909
Merrimack Pharmaceuticals, Inc.	3/31/11	$ 15,000

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	$ 55
Fidelity Securities Lending Cash Central Fund	3,357
Total	$ 3,412

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 22,924	$ -	$ -	$ -	$ 15,302
Spectrum Pharmaceuticals, Inc.	-	42,886	19,181	-	-
Total	$ 22,924	$ 42,886	$ 19,181	$ -	$ 15,302

Other Information

The following is a summary of the inputs used, as of July 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 3,136,918	$ 3,136,918	$ -	$ -
Consumer Staples	2,094,765	2,060,093	34,672	-
Energy	822,293	822,293	-	-
Financials	276,817	265,331	11,486	-
Health Care	1,377,563	1,362,192	15,371	-
Industrials	1,255,535	1,251,745	3,790	-
Information Technology	5,454,587	5,433,073	12,430	9,084
Materials	357,257	357,257	-	-
Telecommunication Services	26,229	26,229	-	-
Money Market Funds	186,264	186,264	-	-
Total Investments in Securities:	$ 14,988,228	$ 14,901,395	$ 77,749	$ 9,084

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)	July 31, 2012

Assets
Investment in securities, at value (including securities loaned of $165,637) - See accompanying schedule: Unaffiliated issuers (cost $11,046,602)	$ 14,786,662
Fidelity Central Funds (cost $186,264)	186,264
Other affiliated issuers (cost $30,851)	15,302
Total Investments (cost $11,263,717)		$ 14,988,228
Foreign currency held at value (cost $2,675)		2,675
Receivable for investments sold		203,022
Receivable for fund shares sold		32,067
Dividends receivable		3,803
Distributions receivable from Fidelity Central Funds		286
Other receivables		749
Total assets		15,230,830

Liabilities
Payable to custodian bank	$ 6
Payable for investments purchased	187,368
Payable for fund shares redeemed	40,039
Accrued management fee	7,123
Other affiliated payables	2,028
Other payables and accrued expenses	627
Collateral on securities loaned, at value	173,925
Total liabilities		411,116

Net Assets		$ 14,819,714
Net Assets consist of:
Paid in capital		$ 11,168,136
Undistributed net investment income		10,385
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(83,290)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,724,483
Net Assets		$ 14,819,714

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2012

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($10,595,343 ÷ 223,607 shares)		$ 47.38

Class K: Net Asset Value, offering price and redemption price per share ($2,467,455 ÷ 51,991 shares)		$ 47.46

Class F: Net Asset Value, offering price and redemption price per share ($1,756,916 ÷ 36,980 shares)		$ 47.51

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 July 31, 2012

Investment Income
Dividends		$ 150,681
Interest		1
Income from Fidelity Central Funds		3,412
Total income		154,094

Expenses
Management fee Basic fee	$ 77,977
Performance adjustment	15,095
Transfer agent fees	23,533
Accounting and security lending fees	1,491
Custodian fees and expenses	585
Independent trustees' compensation	94
Registration fees	252
Audit	101
Legal	53
Interest	6
Miscellaneous	142
Total expenses before reductions	119,329
Expense reductions	(618)	118,711
Net investment income (loss)		35,383
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(32,788)
Other affiliated issuers	(4,301)
Foreign currency transactions	(342)
Total net realized gain (loss)		(37,431)
Change in net unrealized appreciation (depreciation) on: Investment securities	271,818
Assets and liabilities in foreign currencies	(29)
Total change in net unrealized appreciation (depreciation)		271,789
Net gain (loss)		234,358
Net increase (decrease) in net assets resulting from operations		$ 269,741

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 July 31, 2012	Year ended July 31, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 35,383	$ (4,517)
Net realized gain (loss)	(37,431)	1,562,158
Change in net unrealized appreciation (depreciation)	271,789	1,651,657
Net increase (decrease) in net assets resulting from operations	269,741	3,209,298
Distributions to shareholders from net investment income	(15,666)	(2,405)
Distributions to shareholders from net realized gain	(480,841)	(12,451)
Total distributions	(496,507)	(14,856)
Share transactions - net increase (decrease)	656,032	(352,214)
Total increase (decrease) in net assets	429,266	2,842,228

Net Assets
Beginning of period	14,390,448	11,548,220
End of period (including undistributed net investment income of $10,385 and accumulated net investment loss of $7,667, respectively)	$ 14,819,714	$ 14,390,448

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 48.17	$ 37.63	$ 31.97	$ 39.06	$ 46.88
Income from Investment Operations
Net investment income (loss)^B	.10	(.03)	.04	.27	.35
Net realized and unrealized gain (loss)	.75	10.61	5.80	(6.36)	(2.89)
Total from investment operations	.85	10.58	5.84	(6.09)	(2.54)
Distributions from net investment income	(.04)	(.00)^{F, G}	(.18)	(.29)	(.33)
Distributions from net realized gain	(1.60)	(.04)^F	-	(.71)	(4.95)
Total distributions	(1.64)	(.04)	(.18)	(1.00)	(5.28)
Net asset value, end of period	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Total Return^A	2.27%	28.12%	18.29%	(15.85)%	(6.30)%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.90%	.94%	.94%	.76%	.58%
Expenses net of fee waivers, if any	.90%	.94%	.94%	.76%	.58%
Expenses net of all reductions	.89%	.92%	.93%	.76%	.57%
Net investment income (loss)	.21%	(.06)%	.10%	.93%	.81%
Supplemental Data
Net assets, end of period (in millions)	$ 10,595	$ 12,024	$ 10,295	$ 9,691	$ 13,349
Portfolio turnover rate^D	95%	132%	135%	134%	82%

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

^F The amount shown reflects certain reclassifications related to book to tax differences.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2012	2011	2010	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 48.21	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss)^D	.17	.05	.11	.32	.10
Net realized and unrealized gain (loss)	.75	10.62	5.79	(6.33)	(2.84)
Total from investment operations	.92	10.67	5.90	(6.01)	(2.74)
Distributions from net investment income	(.08)	(.05)^I	(.25)	(.34)	�� -
Distributions from net realized gain	(1.60)	(.07)^I	-	(.71)	-
Total distributions	(1.67)^J	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Total Return^{B, C}	2.43%	28.37%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.74%	.77%	.75%	.53%	.41%^A
Expenses net of fee waivers, if any	.74%	.77%	.75%	.53%	.41%^A
Expenses net of all reductions	.73%	.76%	.74%	.52%	.41%^A
Net investment income (loss)	.37%	.11%	.30%	1.16%	1.09%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,467,455	$ 1,454,854	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate^F	95%	132%	135%	134%	82%