N-CSRS 1 Main.htm

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 811-215

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

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

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

Date of fiscal year end:	June 30

Date of reporting period:	December 31, 2013

This report on Form N-CSR relates solely to the Registrant's Fidelity Fund, Fidelity Growth Discovery Fund, Fidelity Mega Cap Stock Fund, Fidelity Series Growth & Income Fund and Fidelity Advisor Series Growth & Income Fund series (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

Series Growth & Income

Fund (formerly Fidelity Advisor Series Mega Cap Fund)

Semiannual Report

December 31, 2013

(Fidelity Cover Art)

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.
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.

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.

Semiannual 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 (July 1, 2013 to December 31, 2013).

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. 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. 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.

	Annualized Expense Ratio^B	Beginning Account Value July 1, 2013	Ending Account Value December 31, 2013	Expenses Paid During Period* July 1, 2013 to December 31, 2013
Actual	.71%	$ 1,000.00	$ 1,152.00	$ 3.85
Hypothetical^A		$ 1,000.00	$ 1,021.63	$ 3.62

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.9	4.3
Apple, Inc.	3.8	3.8
General Electric Co.	3.1	3.3
Microsoft Corp.	2.8	3.1
Chevron Corp.	2.4	3.1
Citigroup, Inc.	2.1	2.6
Google, Inc. Class A	2.1	2.6
Procter & Gamble Co.	1.9	2.4
Wells Fargo & Co.	1.9	3.2
Occidental Petroleum Corp.	1.9	2.4
	25.9
Top Five Market Sectors as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	19.1	20.3
Information Technology	19.0	20.5
Health Care	12.1	12.4
Energy	12.0	12.6
Consumer Staples	12.0	10.0

Asset Allocation (% of fund's net assets)
As of December 31, 2013*			As of June 30, 2013**
	Stocks 98.8%			Stocks 99.6%
	Convertible Securities 0.8%			Convertible Securities 0.1%
	Other Investments 0.1%			Other Investments 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.3%			Short-Term Investments and Net Other Assets (Liabilities) 0.3%
* Foreign investments		13.7%	** Foreign investments		1.1%

sgi239817

Semiannual Report

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.8%
	Shares		Value
CONSUMER DISCRETIONARY - 9.4%
Automobiles - 0.1%
Ford Motor Co.	122,032		$ 1,882,954
Distributors - 0.1%
LKQ Corp. (a)	34,693		1,141,400
Diversified Consumer Services - 0.3%
H&R Block, Inc.	137,300		3,987,192
Hotels, Restaurants & Leisure - 1.3%
McDonald's Corp.	105,520		10,238,606
Yum! Brands, Inc.	102,150		7,723,562
			17,962,168
Internet & Catalog Retail - 0.0%
Expedia, Inc.	6,850		477,171
Leisure Equipment & Products - 0.3%
Mattel, Inc.	98,840		4,702,807
Media - 3.2%
Comcast Corp.:
Class A	200		10,393
Class A (special) (non-vtg.)	474,990		23,692,501
Scripps Networks Interactive, Inc. Class A	13,850		1,196,779
Sinclair Broadcast Group, Inc. Class A	22,641		808,963
Time Warner, Inc.	251,263		17,518,056
			43,226,692
Multiline Retail - 2.0%
Kohl's Corp.	38,260		2,171,255
Target Corp.	388,203		24,561,604
			26,732,859
Specialty Retail - 1.7%
H&M Hennes & Mauritz AB (B Shares)	37,600		1,731,558
Lowe's Companies, Inc.	404,230		20,029,597
Staples, Inc.	107,164		1,702,836
			23,463,991
Textiles, Apparel & Luxury Goods - 0.4%
adidas AG	17,200		2,192,051
Coach, Inc.	21,840		1,225,879
Li & Fung Ltd.	1,444,400		1,862,708
			5,280,638
TOTAL CONSUMER DISCRETIONARY			128,857,872
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - 12.0%
Beverages - 2.9%
C&C Group PLC	63,555		$ 371,589
Coca-Cola Enterprises, Inc.	4,500		198,585
Diageo PLC	50,398		1,670,118
Molson Coors Brewing Co. Class B	55,360		3,108,464
PepsiCo, Inc.	117,094		9,711,776
Pernod Ricard SA	8,400		956,942
Remy Cointreau SA	22,400		1,879,448
SABMiller PLC	52,402		2,690,896
The Coca-Cola Co.	485,734		20,065,672
			40,653,490
Food & Staples Retailing - 2.1%
CVS Caremark Corp.	107,390		7,685,902
Jeronimo Martins SGPS SA	57,100		1,116,623
Kroger Co.	20,548		812,262
Sysco Corp.	36,663		1,323,534
Walgreen Co.	306,633		17,613,000
			28,551,321
Food Products - 1.3%
Danone SA	63,389		4,562,526
Kellogg Co.	160,579		9,806,560
Mead Johnson Nutrition Co. Class A	15,690		1,314,194
Unilever NV (Certificaten Van Aandelen) (Bearer)	54,800		2,203,251
			17,886,531
Household Products - 2.6%
Kimberly-Clark Corp.	79,882		8,344,474
Procter & Gamble Co.	322,017		26,215,404
Svenska Cellulosa AB (SCA) (B Shares)	32,009		985,375
			35,545,253
Tobacco - 3.1%
British American Tobacco PLC sponsored ADR	182,535		19,607,910
Lorillard, Inc.	257,359		13,042,954
Philip Morris International, Inc.	111,379		9,704,452
			42,355,316
TOTAL CONSUMER STAPLES			164,991,911
ENERGY - 11.8%
Energy Equipment & Services - 1.2%
Ensco PLC Class A	78,200		4,471,476
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
Halliburton Co.	83,456		$ 4,235,392
Schlumberger Ltd.	79,133		7,130,675
			15,837,543
Oil, Gas & Consumable Fuels - 10.6%
Access Midstream Partners LP	52,360		2,962,529
Apache Corp.	89,709		7,709,591
Atlas Pipeline Partners LP	118,065		4,138,178
BG Group PLC	278,880		5,992,002
Canadian Natural Resources Ltd.	274,345		9,282,146
Chevron Corp.	265,450		33,157,360
Eni SpA	56,900		1,374,912
Exxon Mobil Corp.	95,638		9,678,566
Imperial Oil Ltd.	42,300		1,873,186
Magellan Midstream Partners LP	4,320		273,326
Markwest Energy Partners LP	111,171		7,351,738
MPLX LP	15,300		681,462
Occidental Petroleum Corp.	265,740		25,271,874
Peabody Energy Corp.	20,660		403,490
Royal Dutch Shell PLC Class A (United Kingdom)	299,174		10,721,881
Suncor Energy, Inc.	347,490		12,182,187
The Williams Companies, Inc.	296,213		11,424,935
Western Gas Partners LP	29,060		1,792,711
			146,272,074
TOTAL ENERGY			162,109,617
FINANCIALS - 19.0%
Capital Markets - 3.8%
Ashmore Group PLC	210,000		1,395,519
Charles Schwab Corp.	548,040		14,249,040
Greenhill & Co., Inc.	21,966		1,272,710
KKR & Co. LP	251,600		6,123,944
Morgan Stanley	364,480		11,430,093
Northern Trust Corp.	122,010		7,551,199
State Street Corp.	116,904		8,579,585
UBS AG	69,179		1,324,595
			51,926,685
Commercial Banks - 5.2%
BNP Paribas SA	16,100		1,254,728
Comerica, Inc.	107,395		5,105,558
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Erste Group Bank AG	43,000		$ 1,498,399
Nordea Bank AB	102,600		1,382,229
PNC Financial Services Group, Inc.	135,298		10,496,419
Standard Chartered PLC (United Kingdom)	466,360		10,502,856
SunTrust Banks, Inc.	65,650		2,416,577
U.S. Bancorp	336,271		13,585,348
Wells Fargo & Co.	567,208		25,751,243
			71,993,357
Consumer Finance - 0.2%
SLM Corp.	93,650		2,461,122
Diversified Financial Services - 7.5%
Bank of America Corp.	1,112,737		17,325,315
Citigroup, Inc.	563,216		29,349,186
JPMorgan Chase & Co.	913,075		53,396,622
KKR Financial Holdings LLC	291,550		3,553,995
			103,625,118
Insurance - 1.9%
AFLAC, Inc.	12,690		847,692
Arthur J. Gallagher & Co.	32,780		1,538,365
Genworth Financial, Inc. Class A (a)	46,900		728,357
Marsh & McLennan Companies, Inc.	37,969		1,836,181
MetLife, Inc.	317,824		17,137,070
MetLife, Inc. unit	52,000		1,637,480
Ping An Insurance (Group) Co. of China Ltd. (H Shares)	15,500		138,823
Prudential Financial, Inc.	20,770		1,915,409
			25,779,377
Real Estate Investment Trusts - 0.2%
Alexandria Real Estate Equities, Inc.	12,200		776,164
Sun Communities, Inc.	47,600		2,029,664
			2,805,828
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. (a)	31,900		269,236
Radian Group, Inc.	217,665		3,073,430
			3,342,666
TOTAL FINANCIALS			261,934,153
Common Stocks - continued
	Shares		Value
HEALTH CARE - 11.6%
Biotechnology - 0.9%
Amgen, Inc.	111,160		$ 12,690,026
Health Care Equipment & Supplies - 1.3%
Abbott Laboratories	55,891		2,142,302
Ansell Ltd.	49,724		917,718
Baxter International, Inc.	9,600		667,680
Coloplast A/S Series B	9,400		622,304
ResMed, Inc. (d)	22,032		1,037,267
St. Jude Medical, Inc.	89,370		5,536,472
Stryker Corp.	58,220		4,374,651
Zimmer Holdings, Inc.	34,700		3,233,693
			18,532,087
Health Care Providers & Services - 3.0%
Aetna, Inc.	78,470		5,382,257
AmerisourceBergen Corp.	11,850		833,174
Fresenius Medical Care AG & Co. KGaA	23,600		1,683,289
McKesson Corp.	52,825		8,525,955
Patterson Companies, Inc.	36,475		1,502,770
Quest Diagnostics, Inc. (d)	180,950		9,688,063
UnitedHealth Group, Inc.	123,278		9,282,833
WellPoint, Inc.	45,078		4,164,756
			41,063,097
Health Care Technology - 0.2%
Quality Systems, Inc.	109,490		2,305,859
Life Sciences Tools & Services - 0.1%
Lonza Group AG	18,034		1,710,304
Pharmaceuticals - 6.1%
AbbVie, Inc.	127,779		6,748,009
AstraZeneca PLC sponsored ADR	69,230		4,110,185
GlaxoSmithKline PLC sponsored ADR	228,279		12,187,816
Johnson & Johnson	219,806		20,132,032
Merck & Co., Inc.	464,510		23,248,726
Novartis AG sponsored ADR	89,232		7,172,468
Sanofi SA	51,209		5,468,862
Teva Pharmaceutical Industries Ltd. sponsored ADR	121,363		4,864,229
			83,932,327
TOTAL HEALTH CARE			160,233,700
Common Stocks - continued
	Shares		Value
INDUSTRIALS - 11.2%
Aerospace & Defense - 2.0%
Honeywell International, Inc.	22,500		$ 2,055,825
Rolls-Royce Group PLC	32,300		681,962
The Boeing Co.	115,427		15,754,631
United Technologies Corp.	77,420		8,810,396
			27,302,814
Air Freight & Logistics - 1.6%
C.H. Robinson Worldwide, Inc.	98,260		5,732,488
United Parcel Service, Inc. Class B	160,070		16,820,156
			22,552,644
Building Products - 0.0%
Fagerhult AB	2,900		101,223
Commercial Services & Supplies - 0.3%
KAR Auction Services, Inc.	63,340		1,871,697
Ritchie Brothers Auctioneers, Inc. (d)	73,770		1,691,727
			3,563,424
Electrical Equipment - 0.3%
Hubbell, Inc. Class B	36,770		4,004,253
Industrial Conglomerates - 3.1%
General Electric Co.	1,537,608		43,099,152
Machinery - 0.9%
Andritz AG	11,300		708,715
Caterpillar, Inc.	18,485		1,678,623
Cummins, Inc.	6,700		944,499
Douglas Dynamics, Inc.	102,300		1,720,686
Ingersoll-Rand PLC	70,880		4,366,208
ITT Corp.	51,602		2,240,559
Pfeiffer Vacuum Technology AG	7,000		952,686
			12,611,976
Professional Services - 0.5%
Acacia Research Corp.	93,900		1,365,306
Amadeus Fire AG	7,678		576,719
Bureau Veritas SA	105,800		3,092,190
Michael Page International PLC	178,410		1,441,738
			6,475,953
Road & Rail - 1.7%
CSX Corp.	436,612		12,561,327
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Road & Rail - continued
J.B. Hunt Transport Services, Inc.	60,702		$ 4,692,265
Norfolk Southern Corp.	60,580		5,623,641
			22,877,233
Trading Companies & Distributors - 0.8%
Beacon Roofing Supply, Inc. (a)	38,757		1,561,132
Beijer (G&L) AG Series B	14,547		316,640
Brenntag AG	3,000		556,127
MSC Industrial Direct Co., Inc. Class A	55,943		4,524,110
W.W. Grainger, Inc.	15,070		3,849,179
Watsco, Inc.	5,210		500,473
			11,307,661
TOTAL INDUSTRIALS			153,896,333
INFORMATION TECHNOLOGY - 19.0%
Communications Equipment - 2.3%
Cisco Systems, Inc.	895,200		20,097,240
QUALCOMM, Inc.	156,610		11,628,293
			31,725,533
Computers & Peripherals - 4.0%
Apple, Inc.	94,583		53,071,467
EMC Corp.	98,466		2,476,420
			55,547,887
Electronic Equipment & Components - 0.1%
TE Connectivity Ltd.	21,700		1,195,887
Internet Software & Services - 2.1%
Google, Inc. Class A (a)	25,347		28,406,636
IT Services - 5.8%
Accenture PLC Class A	38,660		3,178,625
Cognizant Technology Solutions Corp. Class A (a)	73,108		7,382,446
Fidelity National Information Services, Inc.	88,711		4,762,006
IBM Corp.	27,230		5,107,531
MasterCard, Inc. Class A	18,505		15,460,187
Paychex, Inc.	491,391		22,373,032
The Western Union Co.	372,330		6,422,693
Visa, Inc. Class A	65,370		14,556,592
			79,243,112
Semiconductors & Semiconductor Equipment - 1.6%
Altera Corp.	115,050		3,742,577
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Analog Devices, Inc.	62,690		$ 3,192,802
Applied Materials, Inc.	406,470		7,190,454
Broadcom Corp. Class A	213,201		6,321,410
Maxim Integrated Products, Inc.	43,110		1,203,200
			21,650,443
Software - 3.1%
Microsoft Corp.	1,039,829		38,920,799
Oracle Corp.	110,048		4,210,436
			43,131,235
TOTAL INFORMATION TECHNOLOGY			260,900,733
MATERIALS - 2.3%
Chemicals - 2.1%
Airgas, Inc.	31,810		3,557,949
E.I. du Pont de Nemours & Co.	63,820		4,146,385
FMC Corp.	32,800		2,475,088
Johnson Matthey PLC	17,162		932,157
Monsanto Co.	76,115		8,871,203
Potash Corp. of Saskatchewan, Inc.	34,110		1,124,530
Royal DSM NV	14,800		1,163,798
Syngenta AG (Switzerland)	14,789		5,896,332
Tronox Ltd. Class A	21,089		486,523
			28,653,965
Metals & Mining - 0.2%
Freeport-McMoRan Copper & Gold, Inc.	26,801		1,011,470
Grupo Mexico SA de CV Series B	267,700		893,444
Southern Copper Corp.	54,807		1,573,509
			3,478,423
TOTAL MATERIALS			32,132,388
TELECOMMUNICATION SERVICES - 1.8%
Diversified Telecommunication Services - 1.3%
CenturyLink, Inc.	41,140		1,310,309
Verizon Communications, Inc.	344,095		16,908,828
			18,219,137
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.5%
Vodafone Group PLC sponsored ADR	157,416		$ 6,188,023
TOTAL TELECOMMUNICATION SERVICES			24,407,160
UTILITIES - 0.7%
Electric Utilities - 0.4%
Ceske Energeticke Zavody A/S	12,000		312,397
Duke Energy Corp.	5,910		407,849
EDF SA	36,100		1,275,588
Hawaiian Electric Industries, Inc.	52,645		1,371,929
ITC Holdings Corp.	12,510		1,198,708
Northeast Utilities	18,260		774,041
			5,340,512
Multi-Utilities - 0.3%
E.ON AG	97,305		1,795,765
National Grid PLC	14,380		188,079
Sempra Energy	26,110		2,343,634
			4,327,478
TOTAL UTILITIES			9,667,990
TOTAL COMMON STOCKS (Cost $1,247,037,061)		1,359,131,857
Convertible Preferred Stocks - 0.5%

HEALTH CARE - 0.4%
Health Care Equipment & Supplies - 0.4%
Alere, Inc. 3.00%	21,671		6,204,407
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	18,800		1,230,836
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $6,935,018)		7,435,243

Convertible Bonds - 0.3%
	Principal Amount		Value
ENERGY - 0.2%
Oil, Gas & Consumable Fuels - 0.2%
Amyris, Inc.:
3% 2/27/17	$ 820,000		$ 775,786
5% 10/15/18 (g)	750,000		714,758
Peabody Energy Corp. 4.75% 12/15/41	1,920,000		1,518,000
			3,008,544
HEALTH CARE - 0.1%
Health Care Equipment & Supplies - 0.1%
Volcano Corp. 1.75% 12/1/17	500,000		491,900
TOTAL CONVERTIBLE BONDS (Cost $3,415,999)		3,500,444
U.S. Treasury Obligations - 0.0%

U.S. Treasury Bills, yield at date of purchase 0.05% 2/6/14 (Cost $9,999)	10,000		10,000

Preferred Securities - 0.1%

FINANCIALS - 0.1%
Diversified Financial Services - 0.1%
Baggot Securities Ltd. 10.24% (e)(f) (Cost $829,390)	540,000	847,280
Money Market Funds - 1.4%

Shares

Fidelity Cash Central Fund, 0.11% (b)	6,692,625		6,692,625
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	12,857,469		12,857,469
TOTAL MONEY MARKET FUNDS (Cost $19,550,094)		19,550,094
TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $1,277,777,561)			1,390,474,918
NET OTHER ASSETS (LIABILITIES) - (1.1)%			(15,184,480)
NET ASSETS - 100%		$ 1,375,290,438

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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, are available on the SEC's website or upon request.

(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 $847,280 or 0.1% of net assets.

(f) Security is perpetual in nature with no stated maturity date.

(g) 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 $714,758 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Amyris, Inc. 5% 10/15/18	10/16/13	$ 750,000

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 3,390
Fidelity Securities Lending Cash Central Fund	18,189
Total	$ 21,579

Other Information

The following is a summary of the inputs used, as of December 31, 2013, 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, please refer to the Investment 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	$ 128,857,872	$ 128,857,872	$ -	$ -
Consumer Staples	164,991,911	161,118,542	3,873,369	-
Energy	162,109,617	150,012,824	12,096,793	-
Financials	261,934,153	258,972,078	2,962,075	-
Health Care	166,438,107	159,285,956	7,152,151	-
Industrials	155,127,169	155,127,169	-	-
Information Technology	260,900,733	260,900,733	-	-
Materials	32,132,388	25,342,612	6,789,776	-
Telecommunication Services	24,407,160	24,407,160	-	-
Utilities	9,667,990	9,479,911	188,079	-
Corporate Bonds	3,500,444	-	3,500,444	-
U.S. Government and Government Agency Obligations	10,000	-	10,000	-
Preferred Securities	847,280	-	847,280	-
Money Market Funds	19,550,094	19,550,094	-	-
Total Investments in Securities:	$ 1,390,474,918	$ 1,353,054,951	$ 37,419,967	$ -

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

United States of America	86.3%
United Kingdom	6.1%
Canada	1.9%
France	1.3%
Switzerland	1.2%
Others (Individually Less Than 1%)	3.2%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	December 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $12,422,351) - See accompanying schedule: Unaffiliated issuers (cost $1,258,227,467)	$ 1,370,924,824
Fidelity Central Funds (cost $19,550,094)	19,550,094
Total Investments (cost $1,277,777,561)		$ 1,390,474,918
Receivable for investments sold		13,298,051
Receivable for fund shares sold		20,088
Dividends receivable		1,831,506
Interest receivable		22,289
Distributions receivable from Fidelity Central Funds		10,258
Prepaid expenses		665
Other affiliated receivables		179,138
Other receivables		2,091
Total assets		1,405,839,004

Liabilities
Payable for investments purchased	$ 3,116,505
Payable for fund shares redeemed	13,772,834
Accrued management fee	507,999
Other affiliated payables	217,574
Other payables and accrued expenses	76,185
Collateral on securities loaned, at value	12,857,469
Total liabilities		30,548,566

Net Assets		$ 1,375,290,438
Net Assets consist of:
Paid in capital		$ 1,261,607,118
Undistributed net investment income		7,938
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		978,475
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		112,696,907
Net Assets, for 106,015,776 shares outstanding		$ 1,375,290,438
Net Asset Value, offering price and redemption price per share ($1,375,290,438 ÷ 106,015,776 shares)		$ 12.97

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended December 31, 2013 (Unaudited)

Investment Income
Dividends		$ 9,174,836
Interest		61,731
Income from Fidelity Central Funds		21,579
Total income		9,258,146

Expenses
Management fee	$ 1,803,675
Transfer agent fees	720,014
Accounting and security lending fees	133,903
Custodian fees and expenses	47,415
Independent trustees' compensation	1,264
Registration fees	31,962
Audit	17,434
Legal	1,122
Interest	89
Miscellaneous	494
Total expenses before reductions	2,757,372
Expense reductions	(4,142)	2,753,230
Net investment income (loss)		6,504,916
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	10,900,082
Foreign currency transactions	(8,283)
Futures contracts	(39,243)
Total net realized gain (loss)		10,852,556
Change in net unrealized appreciation (depreciation) on: Investment securities	92,462,127
Assets and liabilities in foreign currencies	(450)
Total change in net unrealized appreciation (depreciation)		92,461,677
Net gain (loss)		103,314,233
Net increase (decrease) in net assets resulting from operations		$ 109,819,149

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended December 31, 2013 (Unaudited)	For the period December 6, 2012 (commencement of operations) to June 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 6,504,916	$ 1,224,506
Net realized gain (loss)	10,852,556	2,233,113
Change in net unrealized appreciation (depreciation)	92,461,677	20,235,230
Net increase (decrease) in net assets resulting from operations	109,819,149	23,692,849
Distributions to shareholders from net investment income	(7,583,527)	(136,030)
Distributions to shareholders from net realized gain	(12,109,121)	-
Total distributions	(19,692,648)	(136,030)
Share transactions Proceeds from sales of shares	1,164,275,469	157,115,877
Reinvestment of distributions	19,692,648	136,030
Cost of shares redeemed	(68,760,167)	(10,852,739)
Net increase (decrease) in net assets resulting from share transactions	1,115,207,950	146,399,168
Total increase (decrease) in net assets	1,205,334,451	169,955,987

Net Assets
Beginning of period	169,955,987	-
End of period (including undistributed net investment income of $7,938 and undistributed net investment income of $1,086,549, respectively)	$ 1,375,290,438	$ 169,955,987
Other Information Shares
Sold	95,250,924	15,645,460
Issued in reinvestment of distributions	1,565,610	13,468
Redeemed	(5,486,458)	(973,228)
Net increase (decrease)	91,330,076	14,685,700

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

Semiannual Report

Financial Highlights

	Six months ended December 31, 2013	Year ended June 30,
	(Unaudited)	2013 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.57	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.10	.08
Net realized and unrealized gain (loss)	1.64	1.50
Total from investment operations	1.74	1.58
Distributions from net investment income	(.09)	(.01)
Distributions from net realized gain	(.25)	-
Total distributions	(.34)	(.01)
Net asset value, end of period	$ 12.97	$ 11.57
Total Return ^{B, C}	15.20%	15.80%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.71% ^A	.84% ^A
Expenses net of fee waivers, if any	.71% ^A	.84% ^A
Expenses net of all reductions	.70% ^A	.83% ^A
Net investment income (loss)	1.66% ^A	1.33% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,375,290	$ 169,956
Portfolio turnover rate ^F	41% ^A	50% ^A

^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 December 6, 2012 (commencement of operations) to June 30, 2013.

^H 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. 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 Fund.

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

Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2013 (Unaudited)

1. Organization.

Fidelity Advisor® Series Growth & Income Fund (formerly Fidelity Advisor® Series Mega Cap Fund) (the Fund) is a fund of Fidelity Hastings Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. 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 generally available only to other investment companies and accounts managed by the investment adviser 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 the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website 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:

Investment 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

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3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and U.S. government and government agency obligations, are

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Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) 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 December 31, 2013 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. 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.

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3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned.

Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. 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 U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The 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. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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	$ 121,852,752
Gross unrealized depreciation	(9,478,297)
Net unrealized appreciation (depreciation) on securities and other investments	$ 112,374,455

Tax cost	$ 1,278,100,463

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.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily 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 asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

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.

Semiannual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 may be mitigated by 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, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does 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 daily 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, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end.

During the period the Fund recognized net realized gain (loss) of $(39,243) 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 including in-kind transactions, other than short-term securities, aggregated $1,258,697,351 and $160,667,674, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee would have been subject to a performance adjustment effective December 1, 2013. However, effective August 1, 2013, the performance adjustment was removed and the individual fund fee rate decreased from .30% to .20% of the Fund's average net assets. For the period, the total annualized management fee rate was .46% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, 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 annualized rate of .18% of average net assets.

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, 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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $6,340 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 or other affiliated entities of 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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

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	$ 5,270,500	.31%	$ 89

Exchanges In-Kind. During the period, certain investment companies managed by the investment adviser or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered securities and other assets, including accrued interest, valued at $984,552,932 in exchange for 80,754,305 shares of the Fund. The amount of in-kind exchanges is included in share transactions in the accompanying Statement of Changes in Net Assets. The Fund recognized no gain or loss for federal income tax purposes.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser 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 $270 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.

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Notes to Financial Statements (Unaudited) - continued

8. Security Lending - continued

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 $18,189. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount to the Fund in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $4,142 for the period.

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.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Series Growth & Income Fund (formerly known as Fidelity Advisor Series Mega Cap Fund)

At its July 2013 meeting, the Board of Trustees, including the Independent Trustees (together, the Board) voted to approve an amended and restated management contract for the fund and to submit the contract to shareholders for approval. In connection with its approval to re-position the fund as a growth and income fund, including changes to the fund's investment objective, strategies, and performance benchmark, the Board voted to amend and restate the fund's management contract to (i) reduce the fund's individual fund fee rate by 0.10% and (ii) remove the fund's performance adjustment. The Board noted that the fund's performance adjustment had not yet taken effect because the fund had been in operation for less than 12 months.

Also at its July 2013 meeting, the Board approved an amendment to the fund's management contract to modify the description of the "group fee rate" effective August 1, 2013. The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which Fidelity Management & Research Company (FMR) has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. In reaching its determination to approve the amendment to the Advisory Contract, the Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

In connection with its consideration of future renewals of the fund's Advisory Contract, the Board will consider: (i) the nature, extent and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders, to the extent applicable; and (iv) whether there have been economies of scale in respect of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is the potential for realization of any further economies.

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 amendment to the fund's Advisory Contract should be approved.

Semiannual 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

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AMHTI-SANN-0214
1.950944.101

Fidelity®

Fund -
Class K

Semiannual Report

December 31, 2013

(Fidelity Cover Art)

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.
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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (July 1, 2013 to December 31, 2013).

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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value July 1, 2013	Ending Account Value December 31, 2013	Expenses Paid During Period* July 1, 2013 to December 31, 2013
Fidelity Fund	.53%
Actual		$ 1,000.00	$ 1,161.60	$ 2.89
Hypothetical^A		$ 1,000.00	$ 1,022.53	$ 2.70
Class K	.42%
Actual		$ 1,000.00	$ 1,162.20	$ 2.29
Hypothetical ^A		$ 1,000.00	$ 1,023.09	$ 2.14

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	3.8	3.4
Apple, Inc.	3.7	1.3
Citigroup, Inc.	2.6	2.8
Bank of America Corp.	2.5	1.8
JPMorgan Chase & Co.	2.4	2.0
Amgen, Inc.	2.1	1.9
Wells Fargo & Co.	2.0	2.3
Monsanto Co.	2.0	1.9
The Boeing Co.	1.9	0.4
Honeywell International, Inc.	1.9	2.0
	24.9
Top Five Market Sectors as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	18.5	19.6
Information Technology	18.2	15.2
Industrials	13.7	9.3
Consumer Discretionary	13.3	15.6
Health Care	12.8	12.4

Asset Allocation (% of fund's net assets)
As of December 31, 2013*			As of June 30, 2013**
	Stocks 99.5%			Stocks 97.7%
	Short-Term Investments and Net Other Assets (Liabilities) 0.5%			Short-Term Investments and Net Other Assets (Liabilities) 2.3%
* Foreign investments		7.6%	** Foreign investments		7.2%

ffa193267

Semiannual Report

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.9%
Hotels, Restaurants & Leisure - 1.5%
Starbucks Corp.	1,145,098		$ 89,764
Household Durables - 0.6%
Whirlpool Corp.	234,100		36,721
Internet & Catalog Retail - 1.7%
Amazon.com, Inc. (a)	250,000		99,698
Media - 4.8%
CBS Corp. Class B	650,000		41,431
Comcast Corp. Class A	2,007,000		104,294
The Walt Disney Co.	773,800		59,118
Time Warner, Inc.	1,100,000		76,692
			281,535
Specialty Retail - 2.6%
Home Depot, Inc.	1,064,800		87,676
TJX Companies, Inc.	1,068,900		68,121
			155,797
Textiles, Apparel & Luxury Goods - 1.7%
Ralph Lauren Corp.	290,873		51,359
VF Corp.	800,000		49,872
			101,231
TOTAL CONSUMER DISCRETIONARY			764,746
CONSUMER STAPLES - 8.8%
Beverages - 1.5%
The Coca-Cola Co.	2,198,500		90,820
Food & Staples Retailing - 3.4%
Costco Wholesale Corp.	400,000		47,604
CVS Caremark Corp.	1,446,700		103,540
Walgreen Co.	900,000		51,696
			202,840
Food Products - 1.7%
Bunge Ltd.	688,800		56,557
Mondelez International, Inc.	1,275,000		45,008
			101,565
Household Products - 1.7%
Procter & Gamble Co.	950,000		77,340
Svenska Cellulosa AB (SCA) (B Shares)	650,000		20,010
			97,350
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 0.5%
Japan Tobacco, Inc.	874,000		$ 28,439
TOTAL CONSUMER STAPLES			521,014
ENERGY - 6.6%
Energy Equipment & Services - 1.0%
Ensco PLC Class A	426,900		24,410
Halliburton Co.	725,000		36,794
			61,204
Oil, Gas & Consumable Fuels - 5.6%
Anadarko Petroleum Corp.	628,350		49,841
Chevron Corp.	766,700		95,768
EOG Resources, Inc.	270,000		45,317
Marathon Oil Corp.	1,100,000		38,830
MPLX LP (d)	300,900		13,402
Occidental Petroleum Corp.	470,700		44,764
The Williams Companies, Inc.	1,047,000		40,383
			328,305
TOTAL ENERGY			389,509
FINANCIALS - 18.5%
Capital Markets - 2.6%
Goldman Sachs Group, Inc.	237,700		42,135
Invesco Ltd.	1,150,000		41,860
Morgan Stanley	2,148,700		67,383
			151,378
Commercial Banks - 3.3%
M&T Bank Corp.	314,300		36,591
SunTrust Banks, Inc.	1,064,900		39,199
Wells Fargo & Co.	2,669,167		121,180
			196,970
Consumer Finance - 2.5%
American Express Co.	917,092		83,208
Discover Financial Services	1,123,400		62,854
			146,062
Diversified Financial Services - 8.3%
Bank of America Corp.	9,656,700		150,355
Citigroup, Inc.	2,902,510		151,250
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - continued
JPMorgan Chase & Co.	2,457,000		$ 143,685
McGraw-Hill Companies, Inc.	585,625		45,796
			491,086
Insurance - 1.4%
American International Group, Inc.	1,655,000		84,488
Real Estate Management & Development - 0.4%
Altisource Residential Corp. Class B	850,000		25,594
TOTAL FINANCIALS			1,095,578
HEALTH CARE - 12.8%
Biotechnology - 6.7%
Actelion Ltd.	175,000		14,782
Amgen, Inc.	1,074,700		122,688
Biogen Idec, Inc. (a)	369,600		103,396
Cubist Pharmaceuticals, Inc.	228,900		15,764
Genmab A/S (a)	350,000		13,683
Gilead Sciences, Inc. (a)	1,214,800		91,292
Seattle Genetics, Inc. (a)	314,300		12,537
Theravance, Inc. (a)	646,233		23,038
			397,180
Health Care Providers & Services - 1.9%
HCA Holdings, Inc.	400,000		19,084
Henry Schein, Inc. (a)	351,300		40,140
McKesson Corp.	325,000		52,455
			111,679
Life Sciences Tools & Services - 0.4%
Illumina, Inc. (a)	200,000		22,124
Pharmaceuticals - 3.8%
AbbVie, Inc.	1,300,000		68,653
Actavis PLC (a)	400,000		67,200
Mylan, Inc. (a)	750,000		32,550
Perrigo Co. PLC	270,000		41,434
Pfizer, Inc.	429,400		13,153
			222,990
TOTAL HEALTH CARE			753,973
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 13.7%
Aerospace & Defense - 5.2%
Honeywell International, Inc.	1,204,200		$ 110,028
Textron, Inc.	2,233,600		82,107
The Boeing Co.	840,000		114,652
			306,787
Airlines - 0.3%
JetBlue Airways Corp. (a)	2,300,000		19,665
Building Products - 1.1%
Armstrong World Industries, Inc. (a)	1,172,875		67,569
Electrical Equipment - 0.7%
Generac Holdings, Inc.	699,090		39,596
Industrial Conglomerates - 2.7%
3M Co.	575,000		80,644
Danaher Corp.	991,900		76,575
			157,219
Machinery - 2.2%
Cummins, Inc.	539,000		75,983
Illinois Tool Works, Inc.	650,000		54,652
			130,635
Road & Rail - 1.5%
Union Pacific Corp.	518,300		87,074
TOTAL INDUSTRIALS			808,545
INFORMATION TECHNOLOGY - 18.2%
Computers & Peripherals - 3.7%
Apple, Inc.	388,500		217,991
Electronic Equipment & Components - 1.8%
Amphenol Corp. Class A	1,172,738		104,585
Internet Software & Services - 5.6%
Facebook, Inc. Class A (a)	975,000		53,294
Google, Inc. Class A (a)	199,800		223,915
Yahoo!, Inc. (a)	1,350,000		54,594
			331,803
IT Services - 2.4%
Fidelity National Information Services, Inc.	660,700		35,466
Visa, Inc. Class A	467,600		104,125
			139,591
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 1.3%
Applied Materials, Inc.	1,550,000		$ 27,420
NXP Semiconductors NV (a)	1,138,500		52,291
			79,711
Software - 3.4%
Adobe Systems, Inc. (a)	1,500,000		89,820
Microsoft Corp.	2,925,000		109,483
			199,303
TOTAL INFORMATION TECHNOLOGY			1,072,984
MATERIALS - 6.8%
Chemicals - 3.9%
Celanese Corp. Class A	775,000		42,865
CF Industries Holdings, Inc.	160,000		37,286
Monsanto Co.	1,034,900		120,618
W.R. Grace & Co. (a)	298,100		29,473
			230,242
Construction Materials - 2.9%
Martin Marietta Materials, Inc.	737,000		73,656
Vulcan Materials Co.	1,622,954		96,436
			170,092
TOTAL MATERIALS			400,334
TELECOMMUNICATION SERVICES - 0.8%
Wireless Telecommunication Services - 0.8%
SoftBank Corp.	550,000		48,263
TOTAL COMMON STOCKS (Cost $4,407,814)		5,854,946
Nonconvertible Preferred Stocks - 0.4%

CONSUMER DISCRETIONARY - 0.4%
Automobiles - 0.4%
Porsche Automobil Holding SE (Germany) (Cost $21,444)	225,000		23,419
Money Market Funds - 1.6%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b)	91,962,298		$ 91,962
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	836,000		836
TOTAL MONEY MARKET FUNDS (Cost $92,798)		92,798
TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $4,522,056)			5,971,163
NET OTHER ASSETS (LIABILITIES) - (1.1)%			(64,655)
NET ASSETS - 100%		$ 5,906,508

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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 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 (Amounts in thousands)
Fidelity Cash Central Fund	$ 36
Fidelity Securities Lending Cash Central Fund	293
Total	$ 329

Other Information

The following is a summary of the inputs used, as of December 31, 2013, 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 Investment 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	$ 788,165	$ 788,165	$ -	$ -
Consumer Staples	521,014	492,575	28,439	-
Energy	389,509	389,509	-	-
Financials	1,095,578	1,095,578	-	-
Health Care	753,973	753,973	-	-
Industrials	808,545	808,545	-	-
Information Technology	1,072,984	1,072,984	-	-
Materials	400,334	400,334	-	-
Telecommunication Services	48,263	-	48,263	-
Money Market Funds	92,798	92,798	-	-
Total Investments in Securities:	$ 5,971,163	$ 5,894,461	$ 76,702	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	December 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $846) - See accompanying schedule: Unaffiliated issuers (cost $4,429,258)	$ 5,878,365
Fidelity Central Funds (cost $92,798)	92,798
Total Investments (cost $4,522,056)		$ 5,971,163
Cash		1
Receivable for investments sold		77,703
Receivable for fund shares sold		1,889
Dividends receivable		2,927
Distributions receivable from Fidelity Central Funds		11
Prepaid expenses		14
Other receivables		355
Total assets		6,054,063

Liabilities
Payable for investments purchased	$ 23,832
Payable for fund shares redeemed	120,166
Accrued management fee	1,679
Other affiliated payables	787
Other payables and accrued expenses	255
Collateral on securities loaned, at value	836
Total liabilities		147,555

Net Assets		$ 5,906,508
Net Assets consist of:
Paid in capital		$ 4,357,785
Distributions in excess of net investment income		(430)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		100,046
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,449,107
Net Assets		$ 5,906,508

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	December 31, 2013 (Unaudited)

Fidelity Fund: Net Asset Value, offering price and redemption price per share ($4,806,865 ÷ 112,712 shares)		$ 42.65

Class K: Net Asset Value, offering price and redemption price per share ($1,099,643 ÷ 25,796 shares)		$ 42.63

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended December 31, 2013 (Unaudited)

Investment Income
Dividends		$ 39,207
Income from Fidelity Central Funds		329
Total income		39,536

Expenses
Management fee	$ 9,780
Transfer agent fees	4,143
Accounting and security lending fees	558
Custodian fees and expenses	50
Independent trustees' compensation	14
Registration fees	41
Audit	36
Legal	21
Miscellaneous	20
Total expenses before reductions	14,663
Expense reductions	(88)	14,575
Net investment income (loss)		24,961
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	266,860
Foreign currency transactions	91
Total net realized gain (loss)		266,951
Change in net unrealized appreciation (depreciation) on: Investment securities	566,022
Assets and liabilities in foreign currencies	11
Total change in net unrealized appreciation (depreciation)		566,033
Net gain (loss)		832,984
Net increase (decrease) in net assets resulting from operations		$ 857,945

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended December 31, 2013 (Unaudited)	Year ended June 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 24,961	$ 64,671
Net realized gain (loss)	266,951	526,204
Change in net unrealized appreciation (depreciation)	566,033	240,754
Net increase (decrease) in net assets resulting from operations	857,945	831,629
Distributions to shareholders from net investment income	(45,769)	(73,239)
Distributions to shareholders from net realized gain	(408,216)	-
Total distributions	(453,985)	(73,239)
Share transactions - net increase (decrease)	57,727	(492,060)
Total increase (decrease) in net assets	461,687	266,330

Net Assets
Beginning of period	5,444,821	5,178,491
End of period (including distributions in excess of net investment income of $430 and undistributed net investment income of $20,378, respectively)	$ 5,906,508	$ 5,444,821

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

Semiannual Report

Financial Highlights - Fidelity Fund

	Six months ended December 31, 2013	Years ended June 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 39.77	$ 34.51	$ 34.35	$ 26.08	$ 23.95	$ 35.69
Income from Investment Operations
Net investment income (loss) ^D	.17	.44	.37	.27 ^G	.23	.44
Net realized and unrealized gain (loss)	6.02	5.31	.02	8.27	2.25	(10.77)
Total from investment operations	6.19	5.75	.39	8.54	2.48	(10.33)
Distributions from net investment income	(.32)	(.49)	(.23)	(.27)	(.35)	(.42)
Distributions from net realized gain	(2.98)	-	-	-	-	(.99)
Total distributions	(3.31) ^I	(.49)	(.23)	(.27)	(.35)	(1.41)
Net asset value, end of period	$ 42.65	$ 39.77	$ 34.51	$ 34.35	$ 26.08	$ 23.95
Total Return^B,C	16.16%	16.85%	1.21%	32.89%	10.40%	(29.74)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.54% ^A	.56%	.58%	.59%	.61%	.64%
Expenses net of fee waivers, if any	.53% ^A	.56%	.58%	.59%	.61%	.64%
Expenses net of all reductions	.53% ^A	.55%	.58%	.58%	.60%	.64%
Net investment income (loss)	.85% ^A	1.18%	1.13%	.86% ^G	.82%	1.73%
Supplemental Data
Net assets, end of period (in millions)	$ 4,807	$ 4,451	$ 4,364	$ 5,072	$ 4,412	$ 4,442
Portfolio turnover rate ^F	87% ^A	113%	102%	88%	77%	91%

^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 $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .60%.

^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 Total distributions of $3.31 per share is comprised of distributions from net investment income of $.324 and distributions from net realized gain of $2.984 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended December 31, 2013	Years ended June 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 39.78	$ 34.52	$ 34.35	$ 26.08	$ 23.96	$ 35.70
Income from Investment Operations
Net investment income (loss) ^D	.20	.49	.42	.32 ^G	.28	.42
Net realized and unrealized gain (loss)	6.01	5.31	.02	8.27	2.24	(10.70)
Total from investment operations	6.21	5.80	.44	8.59	2.52	(10.28)
Distributions from net investment income	(.38)	(.54)	(.27)	(.32)	(.40)	(.47)
Distributions from net realized gain	(2.98)	-	-	-	-	(.99)
Total distributions	(3.36)	(.54)	(.27)	(.32)	(.40)	(1.46)
Net asset value, end of period	$ 42.63	$ 39.78	$ 34.52	$ 34.35	$ 26.08	$ 23.96
Total Return^B,C	16.22%	17.03%	1.37%	33.10%	10.54%	(29.59)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.42% ^A	.42%	.43%	.43%	.44%	.45%
Expenses net of fee waivers, if any	.42% ^A	.42%	.43%	.43%	.44%	.45%
Expenses net of all reductions	.41% ^A	.41%	.42%	.42%	.43%	.45%
Net investment income (loss)	.97% ^A	1.32%	1.29%	1.02% ^G	.99%	1.92%
Supplemental Data
Net assets, end of period (in millions)	$ 1,100	$ 994	$ 814	$ 663	$ 426	$ 274
Portfolio turnover rate ^F	87% ^A	113%	102%	88%	77%	91%

^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.

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

Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Fund (the Fund) is a fund of Fidelity Hastings Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Fidelity Fund 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 December 31, 2013, is included at the end of the Fund's Schedule of Investments.

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

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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.

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.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, equity-debt classifications, deferred trustees compensation, partnerships, capital loss carryforwards, 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	$ 1,430,189
Gross unrealized depreciation	(11,797)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,418,392

Tax cost	$ 4,552,771

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,444,357 and $2,716,023, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 .09% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .34% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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 Fidelity Fund. FIIOC receives an asset-based fee of Class K's average net

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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*
Fidelity Fund	$ 3,893	.17
Class K	250	.05
	$ 4,143

* Annualized

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 7,957	.30%	$ -*

* Amount represents sixty-seven dollars.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit - continued

emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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 $293, including $1 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $68 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 thirty-eight dollars.

Semiannual Report

8. Expense Reductions - continued

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $20.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended December 31, 2013	Year ended June 30, 2013
From net investment income
Fidelity Fund	$ 36,307	$ 59,871
Class K	9,462	13,368
Total	$ 45,769	$ 73,239
From net realized gain
Fidelity Fund	$ 333,624	$ -
Class K	74,592	-
Total	$ 408,216	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended December 31, 2013	Year ended June 30, 2013	Six months ended December 31, 2013	Year ended June 30, 2013
Fidelity Fund
Shares sold	2,680	6,586	$ 109,888	$ 245,372
Reinvestment of distributions	8,565	1,584	347,030	55,780
Shares redeemed	(10,460)	(22,706)	(431,215)	(844,733)
Net increase (decrease)	785	(14,536)	$ 25,703	$ (543,581)
Class K
Shares sold	1,472	6,352	$ 59,869	$ 236,538
Reinvestment of distributions	2,075	380	84,054	13,368
Shares redeemed	(2,729)	(5,340)	(111,899)	(198,385)
Net increase (decrease)	818	1,392	$ 32,024	$ 51,521

11. Other.

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Other - continued

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.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, covers an extensive agenda of topics and materials and 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 2013 meeting, the Board, 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 was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was 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, was 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, which is a part of the Fidelity family of funds.

Semiannual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the fund, 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 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 also 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. Further, the Board 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.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (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 portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or, in the case of the fund, underperformance.

Semiannual Report

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box) and 75th percentile (bottom of box) of the peer universe.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Fund

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The Board has discussed the fund's performance with FMR, including the fund's underperformance based on more recent periods ended after 2012 (which periods are not shown in the chart above) but prior to the date of the Board's approval of the renewal of the Advisory Contracts, and has engaged with FMR to consider what steps might be taken to remediate the fund's more recent underperformance.

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 in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "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 3% means that 97% 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 a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, 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.

Semiannual Report

Fidelity Fund

ffa193271

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 2012.

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.

Semiannual 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 2012.

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 2013 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 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.

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 servicing the fund's 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 the methodologies used by Fidelity 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.

Semiannual Report

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.

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.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Amendment to Description of Group Fee Rate. At its July 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate" effective August 1, 2013. The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and 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) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

Semiannual 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

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

FID-K-USAN-0214
1.863257.105

Fidelity®

Fund

Semiannual Report

December 31, 2013

(Fidelity Cover Art)

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.
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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (July 1, 2013 to December 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value July 1, 2013	Ending Account Value December 31, 2013	Expenses Paid During Period* July 1, 2013 to December 31, 2013
Fidelity Fund	.53%
Actual		$ 1,000.00	$ 1,161.60	$ 2.89
Hypothetical^A		$ 1,000.00	$ 1,022.53	$ 2.70
Class K	.42%
Actual		$ 1,000.00	$ 1,162.20	$ 2.29
Hypothetical ^A		$ 1,000.00	$ 1,023.09	$ 2.14

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	3.8	3.4
Apple, Inc.	3.7	1.3
Citigroup, Inc.	2.6	2.8
Bank of America Corp.	2.5	1.8
JPMorgan Chase & Co.	2.4	2.0
Amgen, Inc.	2.1	1.9
Wells Fargo & Co.	2.0	2.3
Monsanto Co.	2.0	1.9
The Boeing Co.	1.9	0.4
Honeywell International, Inc.	1.9	2.0
	24.9
Top Five Market Sectors as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	18.5	19.6
Information Technology	18.2	15.2
Industrials	13.7	9.3
Consumer Discretionary	13.3	15.6
Health Care	12.8	12.4

Asset Allocation (% of fund's net assets)
As of December 31, 2013*			As of June 30, 2013**
	Stocks 99.5%			Stocks 97.7%
	Short-Term Investments and Net Other Assets (Liabilities) 0.5%			Short-Term Investments and Net Other Assets (Liabilities) 2.3%
* Foreign investments		7.6%	** Foreign investments		7.2%

ffb193244

Semiannual Report

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.9%
Hotels, Restaurants & Leisure - 1.5%
Starbucks Corp.	1,145,098		$ 89,764
Household Durables - 0.6%
Whirlpool Corp.	234,100		36,721
Internet & Catalog Retail - 1.7%
Amazon.com, Inc. (a)	250,000		99,698
Media - 4.8%
CBS Corp. Class B	650,000		41,431
Comcast Corp. Class A	2,007,000		104,294
The Walt Disney Co.	773,800		59,118
Time Warner, Inc.	1,100,000		76,692
			281,535
Specialty Retail - 2.6%
Home Depot, Inc.	1,064,800		87,676
TJX Companies, Inc.	1,068,900		68,121
			155,797
Textiles, Apparel & Luxury Goods - 1.7%
Ralph Lauren Corp.	290,873		51,359
VF Corp.	800,000		49,872
			101,231
TOTAL CONSUMER DISCRETIONARY			764,746
CONSUMER STAPLES - 8.8%
Beverages - 1.5%
The Coca-Cola Co.	2,198,500		90,820
Food & Staples Retailing - 3.4%
Costco Wholesale Corp.	400,000		47,604
CVS Caremark Corp.	1,446,700		103,540
Walgreen Co.	900,000		51,696
			202,840
Food Products - 1.7%
Bunge Ltd.	688,800		56,557
Mondelez International, Inc.	1,275,000		45,008
			101,565
Household Products - 1.7%
Procter & Gamble Co.	950,000		77,340
Svenska Cellulosa AB (SCA) (B Shares)	650,000		20,010
			97,350
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 0.5%
Japan Tobacco, Inc.	874,000		$ 28,439
TOTAL CONSUMER STAPLES			521,014
ENERGY - 6.6%
Energy Equipment & Services - 1.0%
Ensco PLC Class A	426,900		24,410
Halliburton Co.	725,000		36,794
			61,204
Oil, Gas & Consumable Fuels - 5.6%
Anadarko Petroleum Corp.	628,350		49,841
Chevron Corp.	766,700		95,768
EOG Resources, Inc.	270,000		45,317
Marathon Oil Corp.	1,100,000		38,830
MPLX LP (d)	300,900		13,402
Occidental Petroleum Corp.	470,700		44,764
The Williams Companies, Inc.	1,047,000		40,383
			328,305
TOTAL ENERGY			389,509
FINANCIALS - 18.5%
Capital Markets - 2.6%
Goldman Sachs Group, Inc.	237,700		42,135
Invesco Ltd.	1,150,000		41,860
Morgan Stanley	2,148,700		67,383
			151,378
Commercial Banks - 3.3%
M&T Bank Corp.	314,300		36,591
SunTrust Banks, Inc.	1,064,900		39,199
Wells Fargo & Co.	2,669,167		121,180
			196,970
Consumer Finance - 2.5%
American Express Co.	917,092		83,208
Discover Financial Services	1,123,400		62,854
			146,062
Diversified Financial Services - 8.3%
Bank of America Corp.	9,656,700		150,355
Citigroup, Inc.	2,902,510		151,250
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - continued
JPMorgan Chase & Co.	2,457,000		$ 143,685
McGraw-Hill Companies, Inc.	585,625		45,796
			491,086
Insurance - 1.4%
American International Group, Inc.	1,655,000		84,488
Real Estate Management & Development - 0.4%
Altisource Residential Corp. Class B	850,000		25,594
TOTAL FINANCIALS			1,095,578
HEALTH CARE - 12.8%
Biotechnology - 6.7%
Actelion Ltd.	175,000		14,782
Amgen, Inc.	1,074,700		122,688
Biogen Idec, Inc. (a)	369,600		103,396
Cubist Pharmaceuticals, Inc.	228,900		15,764
Genmab A/S (a)	350,000		13,683
Gilead Sciences, Inc. (a)	1,214,800		91,292
Seattle Genetics, Inc. (a)	314,300		12,537
Theravance, Inc. (a)	646,233		23,038
			397,180
Health Care Providers & Services - 1.9%
HCA Holdings, Inc.	400,000		19,084
Henry Schein, Inc. (a)	351,300		40,140
McKesson Corp.	325,000		52,455
			111,679
Life Sciences Tools & Services - 0.4%
Illumina, Inc. (a)	200,000		22,124
Pharmaceuticals - 3.8%
AbbVie, Inc.	1,300,000		68,653
Actavis PLC (a)	400,000		67,200
Mylan, Inc. (a)	750,000		32,550
Perrigo Co. PLC	270,000		41,434
Pfizer, Inc.	429,400		13,153
			222,990
TOTAL HEALTH CARE			753,973
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 13.7%
Aerospace & Defense - 5.2%
Honeywell International, Inc.	1,204,200		$ 110,028
Textron, Inc.	2,233,600		82,107
The Boeing Co.	840,000		114,652
			306,787
Airlines - 0.3%
JetBlue Airways Corp. (a)	2,300,000		19,665
Building Products - 1.1%
Armstrong World Industries, Inc. (a)	1,172,875		67,569
Electrical Equipment - 0.7%
Generac Holdings, Inc.	699,090		39,596
Industrial Conglomerates - 2.7%
3M Co.	575,000		80,644
Danaher Corp.	991,900		76,575
			157,219
Machinery - 2.2%
Cummins, Inc.	539,000		75,983
Illinois Tool Works, Inc.	650,000		54,652
			130,635
Road & Rail - 1.5%
Union Pacific Corp.	518,300		87,074
TOTAL INDUSTRIALS			808,545
INFORMATION TECHNOLOGY - 18.2%
Computers & Peripherals - 3.7%
Apple, Inc.	388,500		217,991
Electronic Equipment & Components - 1.8%
Amphenol Corp. Class A	1,172,738		104,585
Internet Software & Services - 5.6%
Facebook, Inc. Class A (a)	975,000		53,294
Google, Inc. Class A (a)	199,800		223,915
Yahoo!, Inc. (a)	1,350,000		54,594
			331,803
IT Services - 2.4%
Fidelity National Information Services, Inc.	660,700		35,466
Visa, Inc. Class A	467,600		104,125
			139,591
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 1.3%
Applied Materials, Inc.	1,550,000		$ 27,420
NXP Semiconductors NV (a)	1,138,500		52,291
			79,711
Software - 3.4%
Adobe Systems, Inc. (a)	1,500,000		89,820
Microsoft Corp.	2,925,000		109,483
			199,303
TOTAL INFORMATION TECHNOLOGY			1,072,984
MATERIALS - 6.8%
Chemicals - 3.9%
Celanese Corp. Class A	775,000		42,865
CF Industries Holdings, Inc.	160,000		37,286
Monsanto Co.	1,034,900		120,618
W.R. Grace & Co. (a)	298,100		29,473
			230,242
Construction Materials - 2.9%
Martin Marietta Materials, Inc.	737,000		73,656
Vulcan Materials Co.	1,622,954		96,436
			170,092
TOTAL MATERIALS			400,334
TELECOMMUNICATION SERVICES - 0.8%
Wireless Telecommunication Services - 0.8%
SoftBank Corp.	550,000		48,263
TOTAL COMMON STOCKS (Cost $4,407,814)		5,854,946
Nonconvertible Preferred Stocks - 0.4%

CONSUMER DISCRETIONARY - 0.4%
Automobiles - 0.4%
Porsche Automobil Holding SE (Germany) (Cost $21,444)	225,000		23,419
Money Market Funds - 1.6%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b)	91,962,298		$ 91,962
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	836,000		836
TOTAL MONEY MARKET FUNDS (Cost $92,798)		92,798
TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $4,522,056)			5,971,163
NET OTHER ASSETS (LIABILITIES) - (1.1)%			(64,655)
NET ASSETS - 100%		$ 5,906,508

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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 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 (Amounts in thousands)
Fidelity Cash Central Fund	$ 36
Fidelity Securities Lending Cash Central Fund	293
Total	$ 329

Other Information

The following is a summary of the inputs used, as of December 31, 2013, 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 Investment 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	$ 788,165	$ 788,165	$ -	$ -
Consumer Staples	521,014	492,575	28,439	-
Energy	389,509	389,509	-	-
Financials	1,095,578	1,095,578	-	-
Health Care	753,973	753,973	-	-
Industrials	808,545	808,545	-	-
Information Technology	1,072,984	1,072,984	-	-
Materials	400,334	400,334	-	-
Telecommunication Services	48,263	-	48,263	-
Money Market Funds	92,798	92,798	-	-
Total Investments in Securities:	$ 5,971,163	$ 5,894,461	$ 76,702	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	December 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $846) - See accompanying schedule: Unaffiliated issuers (cost $4,429,258)	$ 5,878,365
Fidelity Central Funds (cost $92,798)	92,798
Total Investments (cost $4,522,056)		$ 5,971,163
Cash		1
Receivable for investments sold		77,703
Receivable for fund shares sold		1,889
Dividends receivable		2,927
Distributions receivable from Fidelity Central Funds		11
Prepaid expenses		14
Other receivables		355
Total assets		6,054,063

Liabilities
Payable for investments purchased	$ 23,832
Payable for fund shares redeemed	120,166
Accrued management fee	1,679
Other affiliated payables	787
Other payables and accrued expenses	255
Collateral on securities loaned, at value	836
Total liabilities		147,555

Net Assets		$ 5,906,508
Net Assets consist of:
Paid in capital		$ 4,357,785
Distributions in excess of net investment income		(430)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		100,046
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,449,107
Net Assets		$ 5,906,508

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	December 31, 2013 (Unaudited)

Fidelity Fund: Net Asset Value, offering price and redemption price per share ($4,806,865 ÷ 112,712 shares)		$ 42.65

Class K: Net Asset Value, offering price and redemption price per share ($1,099,643 ÷ 25,796 shares)		$ 42.63

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended December 31, 2013 (Unaudited)

Investment Income
Dividends		$ 39,207
Income from Fidelity Central Funds		329
Total income		39,536

Expenses
Management fee	$ 9,780
Transfer agent fees	4,143
Accounting and security lending fees	558
Custodian fees and expenses	50
Independent trustees' compensation	14
Registration fees	41
Audit	36
Legal	21
Miscellaneous	20
Total expenses before reductions	14,663
Expense reductions	(88)	14,575
Net investment income (loss)		24,961
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	266,860
Foreign currency transactions	91
Total net realized gain (loss)		266,951
Change in net unrealized appreciation (depreciation) on: Investment securities	566,022
Assets and liabilities in foreign currencies	11
Total change in net unrealized appreciation (depreciation)		566,033
Net gain (loss)		832,984
Net increase (decrease) in net assets resulting from operations		$ 857,945

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended December 31, 2013 (Unaudited)	Year ended June 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 24,961	$ 64,671
Net realized gain (loss)	266,951	526,204
Change in net unrealized appreciation (depreciation)	566,033	240,754
Net increase (decrease) in net assets resulting from operations	857,945	831,629
Distributions to shareholders from net investment income	(45,769)	(73,239)
Distributions to shareholders from net realized gain	(408,216)	-
Total distributions	(453,985)	(73,239)
Share transactions - net increase (decrease)	57,727	(492,060)
Total increase (decrease) in net assets	461,687	266,330

Net Assets
Beginning of period	5,444,821	5,178,491
End of period (including distributions in excess of net investment income of $430 and undistributed net investment income of $20,378, respectively)	$ 5,906,508	$ 5,444,821

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

Semiannual Report

Financial Highlights - Fidelity Fund

	Six months ended December 31, 2013	Years ended June 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 39.77	$ 34.51	$ 34.35	$ 26.08	$ 23.95	$ 35.69
Income from Investment Operations
Net investment income (loss) ^D	.17	.44	.37	.27 ^G	.23	.44
Net realized and unrealized gain (loss)	6.02	5.31	.02	8.27	2.25	(10.77)
Total from investment operations	6.19	5.75	.39	8.54	2.48	(10.33)
Distributions from net investment income	(.32)	(.49)	(.23)	(.27)	(.35)	(.42)
Distributions from net realized gain	(2.98)	-	-	-	-	(.99)
Total distributions	(3.31) ^I	(.49)	(.23)	(.27)	(.35)	(1.41)
Net asset value, end of period	$ 42.65	$ 39.77	$ 34.51	$ 34.35	$ 26.08	$ 23.95
Total Return^B,C	16.16%	16.85%	1.21%	32.89%	10.40%	(29.74)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.54% ^A	.56%	.58%	.59%	.61%	.64%
Expenses net of fee waivers, if any	.53% ^A	.56%	.58%	.59%	.61%	.64%
Expenses net of all reductions	.53% ^A	.55%	.58%	.58%	.60%	.64%
Net investment income (loss)	.85% ^A	1.18%	1.13%	.86% ^G	.82%	1.73%
Supplemental Data
Net assets, end of period (in millions)	$ 4,807	$ 4,451	$ 4,364	$ 5,072	$ 4,412	$ 4,442
Portfolio turnover rate ^F	87% ^A	113%	102%	88%	77%	91%

^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 Total distributions of $3.31 per share is comprised of distributions from net investment income of $.324 and distributions from net realized gain of $2.984 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended December 31, 2013	Years ended June 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 39.78	$ 34.52	$ 34.35	$ 26.08	$ 23.96	$ 35.70
Income from Investment Operations
Net investment income (loss) ^D	.20	.49	.42	.32 ^G	.28	.42
Net realized and unrealized gain (loss)	6.01	5.31	.02	8.27	2.24	(10.70)
Total from investment operations	6.21	5.80	.44	8.59	2.52	(10.28)
Distributions from net investment income	(.38)	(.54)	(.27)	(.32)	(.40)	(.47)
Distributions from net realized gain	(2.98)	-	-	-	-	(.99)
Total distributions	(3.36)	(.54)	(.27)	(.32)	(.40)	(1.46)
Net asset value, end of period	$ 42.63	$ 39.78	$ 34.52	$ 34.35	$ 26.08	$ 23.96
Total Return^B,C	16.22%	17.03%	1.37%	33.10%	10.54%	(29.59)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.42% ^A	.42%	.43%	.43%	.44%	.45%
Expenses net of fee waivers, if any	.42% ^A	.42%	.43%	.43%	.44%	.45%
Expenses net of all reductions	.41% ^A	.41%	.42%	.42%	.43%	.45%
Net investment income (loss)	.97% ^A	1.32%	1.29%	1.02% ^G	.99%	1.92%
Supplemental Data
Net assets, end of period (in millions)	$ 1,100	$ 994	$ 814	$ 663	$ 426	$ 274
Portfolio turnover rate ^F	87% ^A	113%	102%	88%	77%	91%

^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.

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

Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - 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:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 December 31, 2013, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

3. Significant Accounting Policies - continued

Semiannual Report

Notes to Financial Statements (Unaudited) - 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	$ 1,430,189
Gross unrealized depreciation	(11,797)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,418,392

Tax cost	$ 4,552,771

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,444,357 and $2,716,023, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 .09% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .34% of the Fund's average net assets.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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*
Fidelity Fund	$ 3,893	.17
Class K	250	.05
	$ 4,143

* Annualized

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 7,957	.30%	$ -*

* Amount represents sixty-seven dollars.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit - continued

7. Security Lending.

8. Expense Reductions.

Semiannual Report

8. Expense Reductions - continued

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $20.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended December 31, 2013	Year ended June 30, 2013
From net investment income
Fidelity Fund	$ 36,307	$ 59,871
Class K	9,462	13,368
Total	$ 45,769	$ 73,239
From net realized gain
Fidelity Fund	$ 333,624	$ -
Class K	74,592	-
Total	$ 408,216	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended December 31, 2013	Year ended June 30, 2013	Six months ended December 31, 2013	Year ended June 30, 2013
Fidelity Fund
Shares sold	2,680	6,586	$ 109,888	$ 245,372
Reinvestment of distributions	8,565	1,584	347,030	55,780
Shares redeemed	(10,460)	(22,706)	(431,215)	(844,733)
Net increase (decrease)	785	(14,536)	$ 25,703	$ (543,581)
Class K
Shares sold	1,472	6,352	$ 59,869	$ 236,538
Reinvestment of distributions	2,075	380	84,054	13,368
Shares redeemed	(2,729)	(5,340)	(111,899)	(198,385)
Net increase (decrease)	818	1,392	$ 32,024	$ 51,521

11. Other.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Other - continued

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Fund

ffb193246

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.

Semiannual Report

Fidelity Fund

ffb193248

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 2012.

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.

Semiannual 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 2012.

Semiannual 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.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual 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

The 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

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(8 a.m. - 9 p.m.)

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for the deaf and hearing impaired
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Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

FID-USAN-0214
1.787780.110

Fidelity®

Growth Discovery
Fund -
Class K

Semiannual Report

December 31, 2013

(Fidelity Cover Art)

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.
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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (July 1, 2013 to December 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value July 1, 2013	Ending Account Value December 31, 2013	Expenses Paid During Period* July 1, 2013 to December 31, 2013
Growth Discovery	.83%
Actual		$ 1,000.00	$ 1,218.40	$ 4.64
Hypothetical^A		$ 1,000.00	$ 1,021.02	$ 4.23
Class K	.69%
Actual		$ 1,000.00	$ 1,219.90	$ 3.86
Hypothetical^A		$ 1,000.00	$ 1,021.73	$ 3.52

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Facebook, Inc. Class A	6.6	2.3
Google, Inc. Class A	4.3	3.1
Microsoft Corp.	3.1	0.0
Harley-Davidson, Inc.	3.0	2.7
Apple, Inc.	2.5	2.8
Green Mountain Coffee Roasters, Inc.	2.5	3.0
Home Depot, Inc.	2.5	3.1
QUALCOMM, Inc.	2.3	1.4
Visa, Inc. Class A	1.9	2.3
Amazon.com, Inc.	1.8	1.5
	30.5
Top Five Market Sectors as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	29.1	26.4
Consumer Discretionary	19.5	21.9
Health Care	16.9	16.6
Consumer Staples	9.3	10.6
Industrials	7.8	7.2

Asset Allocation (% of fund's net assets)
As of December 31, 2013*			As of June 30, 2013**
	Stocks 98.9%			Stocks 99.0%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 1.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		12.6%	** Foreign investments		11.1%

gdk298158

Semiannual Report

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 19.4%
Automobiles - 3.5%
Harley-Davidson, Inc.	478,094		$ 33,103
Tesla Motors, Inc. (a)	39,161		5,889
			38,992
Diversified Consumer Services - 1.3%
Anhanguera Educacional Participacoes SA	634,900		4,046
H&R Block, Inc.	94,188		2,735
Kroton Educacional SA	445,000		7,472
			14,253
Hotels, Restaurants & Leisure - 3.8%
China Lodging Group Ltd. ADR (a)	6,500		198
Chipotle Mexican Grill, Inc. (a)	8,221		4,380
Dunkin' Brands Group, Inc.	133,069		6,414
Las Vegas Sands Corp.	30,800		2,429
Starbucks Corp.	237,926		18,651
Yum! Brands, Inc.	138,937		10,505
			42,577
Household Durables - 0.6%
Mohawk Industries, Inc. (a)	41,529		6,184
Internet & Catalog Retail - 2.2%
Amazon.com, Inc. (a)	51,068		20,365
TripAdvisor, Inc. (a)	56,683		4,695
			25,060
Leisure Equipment & Products - 0.0%
NJOY, Inc. (a)(e)	56,145		454
Media - 0.8%
Comcast Corp. Class A (special) (non-vtg.)	171,443		8,552
Specialty Retail - 5.4%
CarMax, Inc. (a)	111,952		5,264
Five Below, Inc. (a)	38,100		1,646
GNC Holdings, Inc.	134,744		7,876
Home Depot, Inc.	338,224		27,849
TJX Companies, Inc.	81,415		5,189
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	59,286		5,722
Urban Outfitters, Inc. (a)	189,157		7,018
			60,564
Textiles, Apparel & Luxury Goods - 1.8%
ECLAT Textile Co. Ltd.	322,900		3,637
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Michael Kors Holdings Ltd. (a)	76,600		$ 6,219
NIKE, Inc. Class B	131,067		10,307
			20,163
TOTAL CONSUMER DISCRETIONARY			216,799
CONSUMER STAPLES - 9.3%
Beverages - 1.2%
Monster Beverage Corp. (a)	33,353		2,260
SABMiller PLC	116,724		5,994
The Coca-Cola Co.	132,236		5,463
			13,717
Food & Staples Retailing - 1.2%
Costco Wholesale Corp.	52,100		6,200
Sprouts Farmers Market LLC	15,090		580
Whole Foods Market, Inc.	101,551		5,873
			12,653
Food Products - 3.8%
Annie's, Inc. (a)	33,551		1,444
Green Mountain Coffee Roasters, Inc. (d)	370,572		28,008
Mead Johnson Nutrition Co. Class A	12,329		1,033
The Hershey Co.	118,797		11,551
			42,036
Household Products - 1.8%
Procter & Gamble Co.	249,186		20,286
Personal Products - 1.3%
Herbalife Ltd.	169,629		13,350
Inter Parfums, Inc.	36,423		1,304
			14,654
TOTAL CONSUMER STAPLES			103,346
ENERGY - 3.5%
Energy Equipment & Services - 2.0%
Cameron International Corp. (a)	42,842		2,550
Dril-Quip, Inc. (a)	49,858		5,481
National Oilwell Varco, Inc.	26,824		2,133
Oceaneering International, Inc.	85,656		6,757
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Pason Systems, Inc.	18,300		$ 396
RigNet, Inc. (a)	100,961		4,839
			22,156
Oil, Gas & Consumable Fuels - 1.5%
Bonanza Creek Energy, Inc. (a)	111,208		4,834
Continental Resources, Inc. (a)	29,026		3,266
Noble Energy, Inc.	50,600		3,446
Pioneer Natural Resources Co.	25,900		4,767
			16,313
TOTAL ENERGY			38,469
FINANCIALS - 7.1%
Capital Markets - 4.1%
BlackRock, Inc. Class A	22,694		7,182
E*TRADE Financial Corp. (a)	325,259		6,388
Harvest Capital Credit Corp. (d)	36,900		554
Invesco Ltd.	327,484		11,920
KKR & Co. LP	137,209		3,340
Legg Mason, Inc. (d)	95,400		4,148
The Blackstone Group LP	334,569		10,539
Virtus Investment Partners, Inc. (a)	7,700		1,540
			45,611
Commercial Banks - 1.0%
First Republic Bank	42,500		2,225
HDFC Bank Ltd. sponsored ADR	255,555		8,801
			11,026
Consumer Finance - 0.7%
American Express Co.	67,984		6,168
Mahindra & Mahindra Financial Services Ltd.	136,100		706
Shriram Transport Finance Co. Ltd.	115,050		1,251
			8,125
Diversified Financial Services - 0.9%
Berkshire Hathaway, Inc. Class B (a)	22,900		2,715
McGraw-Hill Companies, Inc.	85,012		6,648
			9,363
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - 0.4%
Leopalace21 Corp. (a)	73,800		$ 391
Realogy Holdings Corp. (a)	90,281		4,466
			4,857
TOTAL FINANCIALS			78,982
HEALTH CARE - 16.9%
Biotechnology - 8.9%
Actelion Ltd.	17,384		1,468
Alexion Pharmaceuticals, Inc. (a)	42,994		5,721
Amgen, Inc.	58,714		6,703
Biogen Idec, Inc. (a)	56,079		15,688
BioMarin Pharmaceutical, Inc. (a)	136,696		9,606
Cytokinetics, Inc. warrants 6/25/17 (a)	288,420		42
Enanta Pharmaceuticals, Inc.	90,191		2,460
Gentium SpA sponsored ADR (a)	58,967		3,367
Gilead Sciences, Inc. (a)	233,900		17,578
Insmed, Inc. (a)	295,678		5,029
Kamada (a)	253,853		3,775
Ophthotech Corp.	26,845		868
Regeneron Pharmaceuticals, Inc. (a)	18,484		5,088
Swedish Orphan Biovitrum AB (a)	380,526		3,949
Theravance, Inc. (a)(d)	316,151		11,271
United Therapeutics Corp. (a)	37,245		4,212
Vanda Pharmaceuticals, Inc. (a)	208,048		2,582
			99,407
Health Care Equipment & Supplies - 0.6%
AxoGen, Inc. (a)	74,066		333
GI Dynamics, Inc. CDI (a)	161,679		108
Intuitive Surgical, Inc. (a)	2,900		1,114
The Cooper Companies, Inc.	45,807		5,673
			7,228
Health Care Providers & Services - 1.3%
Apollo Hospitals Enterprise Ltd.	116,209		1,778
Express Scripts Holding Co. (a)	142,880		10,036
Qualicorp SA (a)	238,800		2,298
			14,112
Health Care Technology - 0.3%
Cerner Corp. (a)	64,723		3,608
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Life Sciences Tools & Services - 0.9%
Illumina, Inc. (a)	88,626		$ 9,804
Pharmaceuticals - 4.9%
AbbVie, Inc.	257,999		13,625
Actavis PLC (a)	74,682		12,547
Cadence Pharmaceuticals, Inc. (a)	224,578		2,032
Novo Nordisk A/S Series B	32,697		5,995
Pacira Pharmaceuticals, Inc. (a)	82,284		4,731
Perrigo Co. PLC	39,132		6,005
Valeant Pharmaceuticals International, Inc. (Canada) (a)	85,451		10,025
			54,960
TOTAL HEALTH CARE			189,119
INDUSTRIALS - 7.8%
Aerospace & Defense - 2.3%
TransDigm Group, Inc.	52,927		8,522
United Technologies Corp.	145,912		16,605
			25,127
Airlines - 0.1%
Ryanair Holdings PLC sponsored ADR	35,853		1,683
Building Products - 0.3%
A.O. Smith Corp.	65,844		3,552
Commercial Services & Supplies - 0.1%
KAR Auction Services, Inc.	38,433		1,136
Construction & Engineering - 0.2%
Jacobs Engineering Group, Inc. (a)	18,191		1,146
MasTec, Inc. (a)	18,300		599
			1,745
Electrical Equipment - 1.6%
AMETEK, Inc.	106,445		5,606
Generac Holdings, Inc.	96,384		5,459
Power Solutions International, Inc. (a)	16,821		1,263
Roper Industries, Inc.	42,314		5,868
			18,196
Industrial Conglomerates - 1.5%
Danaher Corp.	218,292		16,852
Machinery - 0.9%
Graco, Inc.	12,616		986
Haitian International Holdings Ltd.	61,000		138
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Manitowoc Co., Inc.	312,947		$ 7,298
Weg SA	89,200		1,189
			9,611
Professional Services - 0.8%
Equifax, Inc.	36,242		2,504
Verisk Analytics, Inc. (a)	100,867		6,629
			9,133
TOTAL INDUSTRIALS			87,035
INFORMATION TECHNOLOGY - 29.1%
Communications Equipment - 2.3%
QUALCOMM, Inc.	342,163		25,406
Computers & Peripherals - 2.5%
Apple, Inc.	50,118		28,122
Electronic Equipment & Components - 0.6%
National Instruments Corp.	17,100		548
TE Connectivity Ltd.	114,200		6,294
			6,842
Internet Software & Services - 13.8%
Cornerstone OnDemand, Inc. (a)	62,003		3,307
CoStar Group, Inc. (a)	25,241		4,659
Facebook, Inc. Class A (a)	1,355,191		74,071
Google, Inc. Class A (a)	43,016		48,208
LinkedIn Corp. (a)	12,040		2,611
MercadoLibre, Inc.	5,120		552
Naver Corp.	4,906		3,364
SPS Commerce, Inc. (a)	60,572		3,955
Textura Corp.	82,039		2,456
Twitter, Inc.	8,300		528
Xoom Corp.	16,800		460
Yahoo!, Inc. (a)	239,559		9,688
			153,859
IT Services - 2.1%
Gartner, Inc. Class A (a)	36,818		2,616
Visa, Inc. Class A	93,924		20,915
			23,531
Software - 7.8%
ANSYS, Inc. (a)	1,222		107
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Computer Modelling Group Ltd.	134,200		$ 3,362
Diligent Board Member Services, Inc. (a)	144,301		451
Electronic Arts, Inc. (a)	241,534		5,541
FireEye, Inc.	155,657		6,788
FleetMatics Group PLC (a)	39,650		1,715
Microsoft Corp.	916,400		34,301
salesforce.com, Inc. (a)	353,164		19,491
ServiceNow, Inc. (a)	26,000		1,456
SolarWinds, Inc. (a)	33,181		1,255
Solera Holdings, Inc.	19,100		1,352
SS&C Technologies Holdings, Inc. (a)	188,404		8,339
Tableau Software, Inc.	24,800		1,709
Workday, Inc. Class A (a)	14,600		1,214
			87,081
TOTAL INFORMATION TECHNOLOGY			324,841
MATERIALS - 4.3%
Chemicals - 2.3%
FMC Corp.	91,342		6,893
LyondellBasell Industries NV Class A	44,228		3,551
Monsanto Co.	67,788		7,901
Sherwin-Williams Co.	38,795		7,119
			25,464
Construction Materials - 2.0%
Eagle Materials, Inc.	145,889		11,296
James Hardie Industries PLC sponsored ADR	51,027		2,927
Vulcan Materials Co.	147,124		8,742
			22,965
TOTAL MATERIALS			48,429
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.4%
8x8, Inc. (a)	472,104		4,797
Wireless Telecommunication Services - 0.4%
SBA Communications Corp. Class A (a)	48,243		4,334
TOTAL TELECOMMUNICATION SERVICES			9,131
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 0.7%
Electric Utilities - 0.7%
ITC Holdings Corp.	85,558		$ 8,198
TOTAL COMMON STOCKS (Cost $824,464)		1,104,349
Convertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%
Household Durables - 0.1%
Blu Homes, Inc. Series A, 5.00% (e) (Cost $1,108)	239,736		1,108
Money Market Funds - 4.1%

Fidelity Cash Central Fund, 0.11% (b)	15,909,836		15,910
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	29,410,744		29,411
TOTAL MONEY MARKET FUNDS (Cost $45,321)		45,321
TOTAL INVESTMENT PORTFOLIO - 103.1% (Cost $870,893)			1,150,778
NET OTHER ASSETS (LIABILITIES) - (3.1)%			(34,651)
NET ASSETS - 100%		$ 1,116,127

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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 are available on the SEC's website or upon request.

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

(e) 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 $1,562,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Blu Homes, Inc. Series A, 5.00%	6/21/13	$ 1,108
NJOY, Inc.	9/11/13	$ 454

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 13
Fidelity Securities Lending Cash Central Fund	61
Total	$ 74

Other Information

The following is a summary of the inputs used, as of December 31, 2013, 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 Investment 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	$ 217,907	$ 204,827	$ 11,518	$ 1,562
Consumer Staples	103,346	103,346	-	-
Energy	38,469	38,469	-	-
Financials	78,982	78,591	391	-
Health Care	189,119	180,784	8,335	-
Industrials	87,035	85,846	1,189	-
Information Technology	324,841	324,841	-	-
Materials	48,429	48,429	-	-
Telecommunication Services	9,131	9,131	-	-
Utilities	8,198	8,198	-	-
Money Market Funds	45,321	45,321	-	-
Total Investments in Securities:	$ 1,150,778	$ 1,127,783	$ 21,433	$ 1,562

The following is a summary of transfers between Level 1 and Level 2 for the period ended December 31, 2013. 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 (000s)
Level 1 to Level 2	$ 11,846
Level 2 to Level 1	$ 0

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

United States of America	87.4%
Ireland	2.2%
Brazil	1.4%
Canada	1.3%
Cayman Islands	1.2%
India	1.2%
Bermuda	1.1%
Others (Individually Less Than 1%)	4.2%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	December 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $28,928) - See accompanying schedule: Unaffiliated issuers (cost $825,572)	$ 1,105,457
Fidelity Central Funds (cost $45,321)	45,321
Total Investments (cost $870,893)		$ 1,150,778
Receivable for fund shares sold		1,499
Dividends receivable		175
Distributions receivable from Fidelity Central Funds		9
Prepaid expenses		2
Other receivables		35
Total assets		1,152,498

Liabilities
Payable for investments purchased	$ 459
Payable for fund shares redeemed	5,804
Accrued management fee	484
Other affiliated payables	175
Other payables and accrued expenses	38
Collateral on securities loaned, at value	29,411
Total liabilities		36,371

Net Assets		$ 1,116,127
Net Assets consist of:
Paid in capital		$ 1,204,907
Distributions in excess of net investment income		(9)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(368,645)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		279,874
Net Assets		$ 1,116,127

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	December 31, 2013 (Unaudited)

Growth Discovery: Net Asset Value, offering price and redemption price per share ($953,110 ÷ 44,892.8 shares)		$ 21.23

Class K: Net Asset Value, offering price and redemption price per share ($163,017 ÷ 7,676.7 shares)		$ 21.24

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended December 31, 2013 (Unaudited)

Investment Income
Dividends		$ 4,026
Income from Fidelity Central Funds		74
Total income		4,100

Expenses
Management fee Basic fee	$ 2,815
Performance adjustment	190
Transfer agent fees	855
Accounting and security lending fees	173
Custodian fees and expenses	37
Independent trustees' compensation	2
Registration fees	17
Audit	30
Legal	4
Miscellaneous	3
Total expenses before reductions	4,126
Expense reductions	(27)	4,099
Net investment income (loss)		1
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	90,090
Foreign currency transactions	(17)
Total net realized gain (loss)		90,073
Change in net unrealized appreciation (depreciation) on: Investment securities	108,507
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		108,506
Net gain (loss)		198,579
Net increase (decrease) in net assets resulting from operations		$ 198,580

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended December 31, 2013 (Unaudited)	Year ended June 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1	$ 4,187
Net realized gain (loss)	90,073	115,817
Change in net unrealized appreciation (depreciation)	108,506	20,585
Net increase (decrease) in net assets resulting from operations	198,580	140,589
Distributions to shareholders from net investment income	(1,240)	(3,920)
Distributions to shareholders from net realized gain	(308)	-
Total distributions	(1,548)	(3,920)
Share transactions - net increase (decrease)	15,453	(251,662)
Total increase (decrease) in net assets	212,485	(114,993)

Net Assets
Beginning of period	903,642	1,018,635
End of period (including distributions in excess of net investment income of $9 and undistributed net investment income of $1,230, respectively)	$ 1,116,127	$ 903,642

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

Semiannual Report

Financial Highlights - Growth Discovery

	Six months ended December 31, 2013	Years ended June 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 17.45	$ 15.09	$ 14.88	$ 10.54	$ 9.04	$ 14.61
Income from Investment Operations
Net investment income (loss) ^D	- ^H	.07	.04	.05	.01	.04
Net realized and unrealized gain (loss)	3.81	2.35	.26	4.37	1.52	(5.54)
Total from investment operations	3.81	2.42	.30	4.42	1.53	(5.50)
Distributions from net investment income	(.02)	(.06)	(.03)	(.03)	(.03)	(.07)
Distributions from net realized gain	(.01)	-	(.06)	(.05)	(.01)	-
Total distributions	(.03)	(.06)	(.09)	(.08)	(.03) ^I	(.07)
Net asset value, end of period	$ 21.23	$ 17.45	$ 15.09	$ 14.88	$ 10.54	$ 9.04
Total Return ^{B, C}	21.84%	16.09%	2.07%	42.09%	16.96%	(37.75)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.83% ^A	.88%	.81%	.63%	.76%	.90%
Expenses net of fee waivers, if any	.83% ^A	.88%	.81%	.63%	.76%	.90%
Expenses net of all reductions	.83% ^A	.87%	.80%	.62%	.75%	.89%
Net investment income (loss)	(.02)% ^A	.42%	.27%	.39%	.08%	.36%
Supplemental Data
Net assets, end of period (in millions)	$ 953	$ 767	$ 875	$ 932	$ 604	$ 777
Portfolio turnover rate ^F	89% ^A	62%	74%	72%	87%	166%

^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 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 $.03 per share is comprised of distributions from net investment income of $.027 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended December 31, 2013	Years ended June 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 17.45	$ 15.09	$ 14.88	$ 10.55	$ 9.05	$ 14.62
Income from Investment Operations
Net investment income (loss) ^D	.01	.09	.06	.08	.03	.05
Net realized and unrealized gain (loss)	3.82	2.36	.26	4.36	1.53	(5.53)
Total from investment operations	3.83	2.45	.32	4.44	1.56	(5.48)
Distributions from net investment income	(.04)	(.09)	(.06)	(.06)	(.05)	(.09)
Distributions from net realized gain	(.01)	-	(.06)	(.05)	(.01)	-
Total distributions	(.04) ^J	(.09)	(.11) ^I	(.11)	(.06) ^H	(.09)
Net asset value, end of period	$ 21.24	$ 17.45	$ 15.09	$ 14.88	$ 10.55	$ 9.05
Total Return ^{B, C}	21.99%	16.28%	2.27%	42.26%	17.25%	(37.60)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.69% ^A	.72%	.64%	.44%	.53%	.67%
Expenses net of fee waivers, if any	.69% ^A	.72%	.64%	.44%	.53%	.67%
Expenses net of all reductions	.68% ^A	.71%	.63%	.43%	.52%	.67%
Net investment income (loss)	.12% ^A	.58%	.44%	.58%	.31%	.59%
Supplemental Data
Net assets, end of period (in millions)	$ 163	$ 137	$ 144	$ 147	$ 43	$ 31
Portfolio turnover rate ^F	89% ^A	62%	74%	72%	87%	166%

^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.

^H Total distributions of $.06 per share is comprised of distributions from net investment income of $.054 and distributions from net realized gain of $.005 per share.

^I Total distributions of $.11 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.055 per share.

^J Total distributions of $.04 per share is comprised of distributions from net investment income of $.036 and distributions from net realized gain of $.006 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended December 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Growth Discovery Fund (the Fund) is a fund of Fidelity Hastings Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Growth Discovery 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - 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:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 December 31, 2013, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - 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	$ 283,633
Gross unrealized depreciation	(6,957)
Net unrealized appreciation (depreciation) on securities and other investments	$ 276,676

Tax cost	$ 874,102

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. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (195,979)
2018	(260,431)
Total capital loss carryforward	$ (456,410)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $450,392 and $438,942, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. 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 Growth Discovery as compared to its benchmark index, the Russell 3000® Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .59% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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 Discovery. FIIOC receives an asset-based fee of Class K 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 Discovery	$ 818	.19
Class K	37	.05
	$ 855

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser 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 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.

Semiannual Report

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $8.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended December 31, 2013	Year ended June 30, 2013
From net investment income
Growth Discovery	$ 959	$ 3,196
Class K	281	724
Total	$ 1,240	$ 3,920
From net realized gain
Growth Discovery	$ 261	$ -
Class K	47	-
Total	$ 308	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended December 31, 2013	Year ended June 30, 2013	Six months ended December 31, 2013	Year ended June 30, 2013
Growth Discovery
Shares sold	5,284	5,161	$ 104,166	$ 82,537
Reinvestment of distributions	61	198	1,152	3,039
Shares redeemed	(4,404)	(19,383)	(86,435)	(309,727)
Net increase (decrease)	941	(14,024)	$ 18,883	$ (224,151)
Class K
Shares sold	795	3,128	$ 15,493	$ 49,663
Reinvestment of distributions	17	47	328	724
Shares redeemed	(971)	(4,878)	(19,251)	(77,898)
Net increase (decrease)	(159)	(1,703)	$ (3,430)	$ (27,511)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth Discovery Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth Discovery Fund

gdk298160

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, a securities index, thus leading to a performance adjustment for the same period. 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.

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 in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, 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.

Semiannual Report

Fidelity Growth Discovery Fund

gdk298162

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 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Furthermore, the Board considered that shareholders approved a prospective change in the index used to calculate the fund's performance adjustment, beginning February 1, 2007. 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 February 1, 2007 and the performance of the current index for the remainder of the measurement period. The Board noted that the fund's performance adjustments for 2008 through 2010 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.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2012.

Semiannual 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.

Semiannual 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

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

CII-K-USAN-0214
1.863273.105

Fidelity®

Growth Discovery Fund

Semiannual Report

December 31, 2013

(Fidelity Cover Art)

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.
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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (July 1, 2013 to December 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value July 1, 2013	Ending Account Value December 31, 2013	Expenses Paid During Period* July 1, 2013 to December 31, 2013
Growth Discovery	.83%
Actual		$ 1,000.00	$ 1,218.40	$ 4.64
Hypothetical^A		$ 1,000.00	$ 1,021.02	$ 4.23
Class K	.69%
Actual		$ 1,000.00	$ 1,219.90	$ 3.86
Hypothetical^A		$ 1,000.00	$ 1,021.73	$ 3.52

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Facebook, Inc. Class A	6.6	2.3
Google, Inc. Class A	4.3	3.1
Microsoft Corp.	3.1	0.0
Harley-Davidson, Inc.	3.0	2.7
Apple, Inc.	2.5	2.8
Green Mountain Coffee Roasters, Inc.	2.5	3.0
Home Depot, Inc.	2.5	3.1
QUALCOMM, Inc.	2.3	1.4
Visa, Inc. Class A	1.9	2.3
Amazon.com, Inc.	1.8	1.5
	30.5
Top Five Market Sectors as of December 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	29.1	26.4
Consumer Discretionary	19.5	21.9
Health Care	16.9	16.6
Consumer Staples	9.3	10.6
Industrials	7.8	7.2

Asset Allocation (% of fund's net assets)
As of December 31, 2013*			As of June 30, 2013**
	Stocks 98.9%			Stocks 99.0%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 1.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		12.6%	** Foreign investments		11.1%

gdf403801

Semiannual Report

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 19.4%
Automobiles - 3.5%
Harley-Davidson, Inc.	478,094		$ 33,103
Tesla Motors, Inc. (a)	39,161		5,889
			38,992
Diversified Consumer Services - 1.3%
Anhanguera Educacional Participacoes SA	634,900		4,046
H&R Block, Inc.	94,188		2,735
Kroton Educacional SA	445,000		7,472
			14,253
Hotels, Restaurants & Leisure - 3.8%
China Lodging Group Ltd. ADR (a)	6,500		198
Chipotle Mexican Grill, Inc. (a)	8,221		4,380
Dunkin' Brands Group, Inc.	133,069		6,414
Las Vegas Sands Corp.	30,800		2,429
Starbucks Corp.	237,926		18,651
Yum! Brands, Inc.	138,937		10,505
			42,577
Household Durables - 0.6%
Mohawk Industries, Inc. (a)	41,529		6,184
Internet & Catalog Retail - 2.2%
Amazon.com, Inc. (a)	51,068		20,365
TripAdvisor, Inc. (a)	56,683		4,695
			25,060
Leisure Equipment & Products - 0.0%
NJOY, Inc. (a)(e)	56,145		454
Media - 0.8%
Comcast Corp. Class A (special) (non-vtg.)	171,443		8,552
Specialty Retail - 5.4%
CarMax, Inc. (a)	111,952		5,264
Five Below, Inc. (a)	38,100		1,646
GNC Holdings, Inc.	134,744		7,876
Home Depot, Inc.	338,224		27,849
TJX Companies, Inc.	81,415		5,189
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	59,286		5,722
Urban Outfitters, Inc. (a)	189,157		7,018
			60,564
Textiles, Apparel & Luxury Goods - 1.8%
ECLAT Textile Co. Ltd.	322,900		3,637
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Michael Kors Holdings Ltd. (a)	76,600		$ 6,219
NIKE, Inc. Class B	131,067		10,307
			20,163
TOTAL CONSUMER DISCRETIONARY			216,799
CONSUMER STAPLES - 9.3%
Beverages - 1.2%
Monster Beverage Corp. (a)	33,353		2,260
SABMiller PLC	116,724		5,994
The Coca-Cola Co.	132,236		5,463
			13,717
Food & Staples Retailing - 1.2%
Costco Wholesale Corp.	52,100		6,200
Sprouts Farmers Market LLC	15,090		580
Whole Foods Market, Inc.	101,551		5,873
			12,653
Food Products - 3.8%
Annie's, Inc. (a)	33,551		1,444
Green Mountain Coffee Roasters, Inc. (d)	370,572		28,008
Mead Johnson Nutrition Co. Class A	12,329		1,033
The Hershey Co.	118,797		11,551
			42,036
Household Products - 1.8%
Procter & Gamble Co.	249,186		20,286
Personal Products - 1.3%
Herbalife Ltd.	169,629		13,350
Inter Parfums, Inc.	36,423		1,304
			14,654
TOTAL CONSUMER STAPLES			103,346
ENERGY - 3.5%
Energy Equipment & Services - 2.0%
Cameron International Corp. (a)	42,842		2,550
Dril-Quip, Inc. (a)	49,858		5,481
National Oilwell Varco, Inc.	26,824		2,133
Oceaneering International, Inc.	85,656		6,757
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Pason Systems, Inc.	18,300		$ 396
RigNet, Inc. (a)	100,961		4,839
			22,156
Oil, Gas & Consumable Fuels - 1.5%
Bonanza Creek Energy, Inc. (a)	111,208		4,834
Continental Resources, Inc. (a)	29,026		3,266
Noble Energy, Inc.	50,600		3,446
Pioneer Natural Resources Co.	25,900		4,767
			16,313
TOTAL ENERGY			38,469
FINANCIALS - 7.1%
Capital Markets - 4.1%
BlackRock, Inc. Class A	22,694		7,182
E*TRADE Financial Corp. (a)	325,259		6,388
Harvest Capital Credit Corp. (d)	36,900		554
Invesco Ltd.	327,484		11,920
KKR & Co. LP	137,209		3,340
Legg Mason, Inc. (d)	95,400		4,148
The Blackstone Group LP	334,569		10,539
Virtus Investment Partners, Inc. (a)	7,700		1,540
			45,611
Commercial Banks - 1.0%
First Republic Bank	42,500		2,225
HDFC Bank Ltd. sponsored ADR	255,555		8,801
			11,026
Consumer Finance - 0.7%
American Express Co.	67,984		6,168
Mahindra & Mahindra Financial Services Ltd.	136,100		706
Shriram Transport Finance Co. Ltd.	115,050		1,251
			8,125
Diversified Financial Services - 0.9%
Berkshire Hathaway, Inc. Class B (a)	22,900		2,715
McGraw-Hill Companies, Inc.	85,012		6,648
			9,363
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - 0.4%
Leopalace21 Corp. (a)	73,800		$ 391
Realogy Holdings Corp. (a)	90,281		4,466
			4,857
TOTAL FINANCIALS			78,982
HEALTH CARE - 16.9%
Biotechnology - 8.9%
Actelion Ltd.	17,384		1,468
Alexion Pharmaceuticals, Inc. (a)	42,994		5,721
Amgen, Inc.	58,714		6,703
Biogen Idec, Inc. (a)	56,079		15,688
BioMarin Pharmaceutical, Inc. (a)	136,696		9,606
Cytokinetics, Inc. warrants 6/25/17 (a)	288,420		42
Enanta Pharmaceuticals, Inc.	90,191		2,460
Gentium SpA sponsored ADR (a)	58,967		3,367
Gilead Sciences, Inc. (a)	233,900		17,578
Insmed, Inc. (a)	295,678		5,029
Kamada (a)	253,853		3,775
Ophthotech Corp.	26,845		868
Regeneron Pharmaceuticals, Inc. (a)	18,484		5,088
Swedish Orphan Biovitrum AB (a)	380,526		3,949
Theravance, Inc. (a)(d)	316,151		11,271
United Therapeutics Corp. (a)	37,245		4,212
Vanda Pharmaceuticals, Inc. (a)	208,048		2,582
			99,407
Health Care Equipment & Supplies - 0.6%
AxoGen, Inc. (a)	74,066		333
GI Dynamics, Inc. CDI (a)	161,679		108
Intuitive Surgical, Inc. (a)	2,900		1,114
The Cooper Companies, Inc.	45,807		5,673
			7,228
Health Care Providers & Services - 1.3%
Apollo Hospitals Enterprise Ltd.	116,209		1,778
Express Scripts Holding Co. (a)	142,880		10,036
Qualicorp SA (a)	238,800		2,298
			14,112
Health Care Technology - 0.3%
Cerner Corp. (a)	64,723		3,608
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Life Sciences Tools & Services - 0.9%
Illumina, Inc. (a)	88,626		$ 9,804
Pharmaceuticals - 4.9%
AbbVie, Inc.	257,999		13,625
Actavis PLC (a)	74,682		12,547
Cadence Pharmaceuticals, Inc. (a)	224,578		2,032
Novo Nordisk A/S Series B	32,697		5,995
Pacira Pharmaceuticals, Inc. (a)	82,284		4,731
Perrigo Co. PLC	39,132		6,005
Valeant Pharmaceuticals International, Inc. (Canada) (a)	85,451		10,025
			54,960
TOTAL HEALTH CARE			189,119
INDUSTRIALS - 7.8%
Aerospace & Defense - 2.3%
TransDigm Group, Inc.	52,927		8,522
United Technologies Corp.	145,912		16,605
			25,127
Airlines - 0.1%
Ryanair Holdings PLC sponsored ADR	35,853		1,683
Building Products - 0.3%
A.O. Smith Corp.	65,844		3,552
Commercial Services & Supplies - 0.1%
KAR Auction Services, Inc.	38,433		1,136
Construction & Engineering - 0.2%
Jacobs Engineering Group, Inc. (a)	18,191		1,146
MasTec, Inc. (a)	18,300		599
			1,745
Electrical Equipment - 1.6%
AMETEK, Inc.	106,445		5,606
Generac Holdings, Inc.	96,384		5,459
Power Solutions International, Inc. (a)	16,821		1,263
Roper Industries, Inc.	42,314		5,868
			18,196
Industrial Conglomerates - 1.5%
Danaher Corp.	218,292		16,852
Machinery - 0.9%
Graco, Inc.	12,616		986
Haitian International Holdings Ltd.	61,000		138
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Manitowoc Co., Inc.	312,947		$ 7,298
Weg SA	89,200		1,189
			9,611
Professional Services - 0.8%
Equifax, Inc.	36,242		2,504
Verisk Analytics, Inc. (a)	100,867		6,629
			9,133
TOTAL INDUSTRIALS			87,035
INFORMATION TECHNOLOGY - 29.1%
Communications Equipment - 2.3%
QUALCOMM, Inc.	342,163		25,406
Computers & Peripherals - 2.5%
Apple, Inc.	50,118		28,122
Electronic Equipment & Components - 0.6%
National Instruments Corp.	17,100		548
TE Connectivity Ltd.	114,200		6,294
			6,842
Internet Software & Services - 13.8%
Cornerstone OnDemand, Inc. (a)	62,003		3,307
CoStar Group, Inc. (a)	25,241		4,659
Facebook, Inc. Class A (a)	1,355,191		74,071
Google, Inc. Class A (a)	43,016		48,208
LinkedIn Corp. (a)	12,040		2,611
MercadoLibre, Inc.	5,120		552
Naver Corp.	4,906		3,364
SPS Commerce, Inc. (a)	60,572		3,955
Textura Corp.	82,039		2,456
Twitter, Inc.	8,300		528
Xoom Corp.	16,800		460
Yahoo!, Inc. (a)	239,559		9,688
			153,859
IT Services - 2.1%
Gartner, Inc. Class A (a)	36,818		2,616
Visa, Inc. Class A	93,924		20,915
			23,531
Software - 7.8%
ANSYS, Inc. (a)	1,222		107
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Computer Modelling Group Ltd.	134,200		$ 3,362
Diligent Board Member Services, Inc. (a)	144,301		451
Electronic Arts, Inc. (a)	241,534		5,541
FireEye, Inc.	155,657		6,788
FleetMatics Group PLC (a)	39,650		1,715
Microsoft Corp.	916,400		34,301
salesforce.com, Inc. (a)	353,164		19,491
ServiceNow, Inc. (a)	26,000		1,456
SolarWinds, Inc. (a)	33,181		1,255
Solera Holdings, Inc.	19,100		1,352
SS&C Technologies Holdings, Inc. (a)	188,404		8,339
Tableau Software, Inc.	24,800		1,709
Workday, Inc. Class A (a)	14,600		1,214
			87,081
TOTAL INFORMATION TECHNOLOGY			324,841
MATERIALS - 4.3%
Chemicals - 2.3%
FMC Corp.	91,342		6,893
LyondellBasell Industries NV Class A	44,228		3,551
Monsanto Co.	67,788		7,901
Sherwin-Williams Co.	38,795		7,119
			25,464
Construction Materials - 2.0%
Eagle Materials, Inc.	145,889		11,296
James Hardie Industries PLC sponsored ADR	51,027		2,927
Vulcan Materials Co.	147,124		8,742
			22,965
TOTAL MATERIALS			48,429
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.4%
8x8, Inc. (a)	472,104		4,797
Wireless Telecommunication Services - 0.4%
SBA Communications Corp. Class A (a)	48,243		4,334
TOTAL TELECOMMUNICATION SERVICES			9,131
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 0.7%
Electric Utilities - 0.7%
ITC Holdings Corp.	85,558		$ 8,198
TOTAL COMMON STOCKS (Cost $824,464)		1,104,349
Convertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%
Household Durables - 0.1%
Blu Homes, Inc. Series A, 5.00% (e) (Cost $1,108)	239,736		1,108
Money Market Funds - 4.1%

Fidelity Cash Central Fund, 0.11% (b)	15,909,836		15,910
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	29,410,744		29,411
TOTAL MONEY MARKET FUNDS (Cost $45,321)		45,321
TOTAL INVESTMENT PORTFOLIO - 103.1% (Cost $870,893)			1,150,778
NET OTHER ASSETS (LIABILITIES) - (3.1)%			(34,651)
NET ASSETS - 100%		$ 1,116,127

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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 are available on the SEC's website or upon request.

(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)
Blu Homes, Inc. Series A, 5.00%	6/21/13	$ 1,108
NJOY, Inc.	9/11/13	$ 454

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 13
Fidelity Securities Lending Cash Central Fund	61
Total	$ 74

Other Information

The following is a summary of the inputs used, as of December 31, 2013, 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 Investment 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	$ 217,907	$ 204,827	$ 11,518	$ 1,562
Consumer Staples	103,346	103,346	-	-
Energy	38,469	38,469	-	-
Financials	78,982	78,591	391	-
Health Care	189,119	180,784	8,335	-
Industrials	87,035	85,846	1,189	-
Information Technology	324,841	324,841	-	-
Materials	48,429	48,429	-	-
Telecommunication Services	9,131	9,131	-	-
Utilities	8,198	8,198	-	-
Money Market Funds	45,321	45,321	-	-
Total Investments in Securities:	$ 1,150,778	$ 1,127,783	$ 21,433	$ 1,562

Transfers	Total (000s)
Level 1 to Level 2	$ 11,846
Level 2 to Level 1	$ 0

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

United States of America	87.4%
Ireland	2.2%
Brazil	1.4%
Canada	1.3%
Cayman Islands	1.2%
India	1.2%
Bermuda	1.1%
Others (Individually Less Than 1%)	4.2%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	December 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $28,928) - See accompanying schedule: Unaffiliated issuers (cost $825,572)	$ 1,105,457
Fidelity Central Funds (cost $45,321)	45,321
Total Investments (cost $870,893)		$ 1,150,778
Receivable for fund shares sold		1,499
Dividends receivable		175
Distributions receivable from Fidelity Central Funds		9
Prepaid expenses		2
Other receivables		35
Total assets		1,152,498

Liabilities
Payable for investments purchased	$ 459
Payable for fund shares redeemed	5,804
Accrued management fee	484
Other affiliated payables	175
Other payables and accrued expenses	38
Collateral on securities loaned, at value	29,411
Total liabilities		36,371

Net Assets		$ 1,116,127
Net Assets consist of:
Paid in capital		$ 1,204,907
Distributions in excess of net investment income		(9)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(368,645)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		279,874
Net Assets		$ 1,116,127

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	December 31, 2013 (Unaudited)

Growth Discovery: Net Asset Value, offering price and redemption price per share ($953,110 ÷ 44,892.8 shares)		$ 21.23

Class K: Net Asset Value, offering price and redemption price per share ($163,017 ÷ 7,676.7 shares)		$ 21.24

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended December 31, 2013 (Unaudited)

Investment Income
Dividends		$ 4,026
Income from Fidelity Central Funds		74
Total income		4,100

Expenses
Management fee Basic fee	$ 2,815
Performance adjustment	190
Transfer agent fees	855
Accounting and security lending fees	173
Custodian fees and expenses	37
Independent trustees' compensation	2
Registration fees	17
Audit	30
Legal	4
Miscellaneous	3
Total expenses before reductions	4,126
Expense reductions	(27)	4,099
Net investment income (loss)		1
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	90,090
Foreign currency transactions	(17)
Total net realized gain (loss)		90,073
Change in net unrealized appreciation (depreciation) on: Investment securities	108,507
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		108,506
Net gain (loss)		198,579
Net increase (decrease) in net assets resulting from operations		$ 198,580

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended December 31, 2013 (Unaudited)	Year ended June 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1	$ 4,187
Net realized gain (loss)	90,073	115,817
Change in net unrealized appreciation (depreciation)	108,506	20,585
Net increase (decrease) in net assets resulting from operations	198,580	140,589
Distributions to shareholders from net investment income	(1,240)	(3,920)
Distributions to shareholders from net realized gain	(308)	-
Total distributions	(1,548)	(3,920)
Share transactions - net increase (decrease)	15,453	(251,662)
Total increase (decrease) in net assets	212,485	(114,993)

Net Assets
Beginning of period	903,642	1,018,635
End of period (including distributions in excess of net investment income of $9 and undistributed net investment income of $1,230, respectively)	$ 1,116,127	$ 903,642

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

Semiannual Report

Financial Highlights - Growth Discovery

	Six months ended December 31, 2013	Years ended June 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 17.45	$ 15.09	$ 14.88	$ 10.54	$ 9.04	$ 14.61
Income from Investment Operations
Net investment income (loss) ^D	- ^H	.07	.04	.05	.01	.04
Net realized and unrealized gain (loss)	3.81	2.35	.26	4.37	1.52	(5.54)
Total from investment operations	3.81	2.42	.30	4.42	1.53	(5.50)
Distributions from net investment income	(.02)	(.06)	(.03)	(.03)	(.03)	(.07)
Distributions from net realized gain	(.01)	-	(.06)	(.05)	(.01)	-
Total distributions	(.03)	(.06)	(.09)	(.08)	(.03) ^I	(.07)
Net asset value, end of period	$ 21.23	$ 17.45	$ 15.09	$ 14.88	$ 10.54	$ 9.04
Total Return ^{B, C}	21.84%	16.09%	2.07%	42.09%	16.96%	(37.75)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.83% ^A	.88%	.81%	.63%	.76%	.90%
Expenses net of fee waivers, if any	.83% ^A	.88%	.81%	.63%	.76%	.90%
Expenses net of all reductions	.83% ^A	.87%	.80%	.62%	.75%	.89%
Net investment income (loss)	(.02)% ^A	.42%	.27%	.39%	.08%	.36%
Supplemental Data
Net assets, end of period (in millions)	$ 953	$ 767	$ 875	$ 932	$ 604	$ 777
Portfolio turnover rate ^F	89% ^A	62%	74%	72%	87%	166%

^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.

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

^I Total distributions of $.03 per share is comprised of distributions from net investment income of $.027 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended December 31, 2013	Years ended June 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 17.45	$ 15.09	$ 14.88	$ 10.55	$ 9.05	$ 14.62
Income from Investment Operations
Net investment income (loss) ^D	.01	.09	.06	.08	.03	.05
Net realized and unrealized gain (loss)	3.82	2.36	.26	4.36	1.53	(5.53)
Total from investment operations	3.83	2.45	.32	4.44	1.56	(5.48)
Distributions from net investment income	(.04)	(.09)	(.06)	(.06)	(.05)	(.09)
Distributions from net realized gain	(.01)	-	(.06)	(.05)	(.01)	-
Total distributions	(.04) ^J	(.09)	(.11) ^I	(.11)	(.06) ^H	(.09)
Net asset value, end of period	$ 21.24	$ 17.45	$ 15.09	$ 14.88	$ 10.55	$ 9.05
Total Return ^{B, C}	21.99%	16.28%	2.27%	42.26%	17.25%	(37.60)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.69% ^A	.72%	.64%	.44%	.53%	.67%
Expenses net of fee waivers, if any	.69% ^A	.72%	.64%	.44%	.53%	.67%
Expenses net of all reductions	.68% ^A	.71%	.63%	.43%	.52%	.67%
Net investment income (loss)	.12% ^A	.58%	.44%	.58%	.31%	.59%
Supplemental Data
Net assets, end of period (in millions)	$ 163	$ 137	$ 144	$ 147	$ 43	$ 31
Portfolio turnover rate ^F	89% ^A	62%	74%	72%	87%	166%