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 811-3583

Fidelity Mt. Vernon Street Trust
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

November 30

Date of reporting period:

May 31, 2008

Item 1. Reports to Stockholders

Fidelity® 130/30
Large Cap
Fund

Semiannual Report

May 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Summary

<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 (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Investing momentum appeared to shift back in favor of equities as we approached the mid-point of 2008, offsetting some - but not all - of the market's earlier weakness. However, the outlook for the remainder of the year was far from certain. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 31, 2008 to May 31, 2008). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (December 1, 2007 to May 31, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Investments - continued

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. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value

Ending
Account Value
May 31, 2008

Expenses Paid
During Period
March 31, 2008 to
May 31, 2008

Class A

Actual

$ 1,000.00

$ 1,086.00

$ 3.20B

HypotheticalA

$ 1,000.00

$ 1,015.95

$ 9.12C

Class T

Actual

$ 1,000.00

$ 1,086.00

$ 3.64B

HypotheticalA

$ 1,000.00

$ 1,014.70

$ 10.38C

Class B

Actual

$ 1,000.00

$ 1,085.00

$ 4.52B

HypotheticalA

$ 1,000.00

$ 1,012.20

$ 12.88C

Class C

Actual

$ 1,000.00

$ 1,085.00

$ 4.52B

HypotheticalA

$ 1,000.00

$ 1,012.20

$ 12.88C

130/30 Large Cap

Actual

$ 1,000.00

$ 1,087.00

$ 2.76B

HypotheticalA

$ 1,000.00

$ 1,017.20

$ 7.87C

Institutional Class

Actual

$ 1,000.00

$ 1,087.00

$ 2.76B

HypotheticalA

$ 1,000.00

$ 1,017.20

$ 7.87C

A 5% return per year before expenses

B Actual expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 62/366 (to reflect the period March 31, 2008 to May 31, 2008).

C Hypothetical expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.81%A

Class T

2.06%A

Class B

2.56%A

Class C

2.56%A

130/30 Large Cap

1.56%A

Institutional Class

1.56%A

Semiannual Report

Investment Summary (Unaudited)

Top Ten Long Stocks as of May 31, 2008

% of fund's
net assets

Hewlett-Packard Co.

3.7

ConocoPhillips

3.7

International Business Machines Corp.

3.3

JPMorgan Chase & Co.

2.8

Western Digital Corp.

2.3

McDonald's Corp.

2.2

Hess Corp.

2.1

State Street Corp.

2.0

Covidien Ltd.

2.0

Altria Group, Inc.

1.7

25.8

Top Ten Short Stocks as of May 31, 2008

% of fund's
net assets

Coldwater Creek, Inc.

(1.0)

Orbitz Worldwide, Inc.

(1.0)

Riverbed Technology, Inc.

(1.0)

Shaw Group, Inc.

(0.9)

F5 Networks, Inc.

(0.9)

Discovery Holding Co. Class A

(0.9)

Omnicell, Inc.

(0.9)

Healthways, Inc.

(0.9)

SAVVIS, Inc.

(0.9)

MGM Mirage, Inc.

(0.8)

(9.2)

Market Sectors as of May 31, 2008

As a % of fund's net assets

Long

Short

Net

Information Technology

18.6

(5.7)

12.9

Financials

13.4

(1.2)

12.2

Energy

12.3

(0.3)

12.0

Industrials

11.7

(2.0)

9.7

Consumer Staples

9.3

(0.3)

9.0

Health Care

11.3

(2.7)

8.6

Consumer Discretionary

15.4

(8.8)

6.6

Materials

5.4

(1.3)

4.1

Telecommunication Services

3.1

(0.4)

2.7

Utilities

5.1

(2.5)

2.6

Equity Exposure (% of fund's net assets)

As of May 31, 2008

Long equity positions* 122.7%

Short equity positions (25.2)%

Net equity positions 97.5%

*Long equity positions are adjusted to reflect the effect of future contracts.

Semiannual Report

Investments May 31, 2008 (Unaudited)

Showing Percentage of Net Assets

LONG STOCK POSITIONS (c) - 105.6%

Shares

Value

COMMON STOCKS - 105.6%

CONSUMER DISCRETIONARY - 15.4%

Automobiles - 0.5%

General Motors Corp.

17,000

$ 290,700

Diversified Consumer Services - 1.4%

Apollo Group, Inc. Class A (non-vtg.) (a)

8,000

382,320

DeVry, Inc.

7,400

422,170

804,490

Hotels, Restaurants & Leisure - 4.7%

Bally Technologies, Inc. (a)

14,000

630,140

Brinker International, Inc.

9,000

197,370

Burger King Holdings, Inc.

19,000

542,450

Denny's Corp. (a)

33,400

135,604

McDonald's Corp.

21,000

1,245,720

2,751,284

Household Durables - 0.7%

NVR, Inc. (a)

700

395,759

Internet & Catalog Retail - 1.0%

Priceline.com, Inc. (a)

4,400

591,932

Media - 1.8%

DreamWorks Animation SKG, Inc. Class A (a)

15,800

498,806

E.W. Scripps Co. Class A

3,000

141,300

News Corp. Class B

20,000

372,000

1,012,106

Specialty Retail - 0.9%

Advance Auto Parts, Inc.

4,000

161,200

AnnTaylor Stores Corp. (a)

14,000

383,320

544,520

Textiles, Apparel & Luxury Goods - 4.4%

Deckers Outdoor Corp. (a)

2,000

273,440

G-III Apparel Group Ltd. (a)

10,300

170,877

Iconix Brand Group, Inc. (a)

10,700

155,150

Movado Group, Inc.

8,000

177,600

NIKE, Inc. Class B

6,300

430,731

Phillips-Van Heusen Corp.

9,000

408,870

Skechers U.S.A., Inc. Class A (sub. vtg.) (a)

17,500

420,875

VF Corp.

6,300

476,910

Warnaco Group, Inc. (a)

700

33,733

2,548,186

TOTAL CONSUMER DISCRETIONARY

8,938,977

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

CONSUMER STAPLES - 9.3%

Beverages - 2.0%

Constellation Brands, Inc. Class A (sub. vtg.) (a)

6,000

$ 127,920

Molson Coors Brewing Co. Class B

15,800

916,400

PepsiAmericas, Inc.

5,100

124,287

1,168,607

Food & Staples Retailing - 3.9%

BJ's Wholesale Club, Inc. (a)

5,300

209,297

Kroger Co.

16,000

442,240

Nash-Finch Co.

7,000

267,680

SUPERVALU, Inc.

22,000

771,540

Wal-Mart Stores, Inc.

10,000

577,400

2,268,157

Food Products - 1.7%

Chiquita Brands International, Inc. (a)

13,000

316,420

Del Monte Foods Co.

3,500

30,485

Tyson Foods, Inc. Class A

32,000

602,880

949,785

Tobacco - 1.7%

Altria Group, Inc.

45,000

1,001,700

TOTAL CONSUMER STAPLES

5,388,249

ENERGY - 12.3%

Energy Equipment & Services - 4.7%

ENSCO International, Inc.

3,300

237,039

Helmerich & Payne, Inc.

5,000

313,250

Key Energy Services, Inc. (a)

5,000

86,300

National Oilwell Varco, Inc. (a)

6,000

499,920

Noble Corp.

9,000

568,260

Oil States International, Inc. (a)

1,900

110,998

Patterson-UTI Energy, Inc.

6,500

204,620

Pride International, Inc. (a)

3,000

131,820

Superior Energy Services, Inc. (a)

2,000

107,380

Tidewater, Inc.

7,000

478,310

2,737,897

Oil, Gas & Consumable Fuels - 7.6%

Cimarex Energy Co.

5,500

374,770

ConocoPhillips

23,000

2,141,300

Enterprise Products Partners LP

6,000

181,620

Hess Corp.

10,000

1,228,100

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Mariner Energy, Inc. (a)

3,000

$ 98,100

Stone Energy Corp. (a)

500

33,790

Valero Energy Corp.

7,000

355,880

4,413,560

TOTAL ENERGY

7,151,457

FINANCIALS - 13.4%

Capital Markets - 3.5%

Knight Capital Group, Inc. Class A (a)

17,800

317,018

Lehman Brothers Holdings, Inc.

16,100

592,641

State Street Corp.

16,000

1,152,320

2,061,979

Commercial Banks - 0.2%

Center Financial Corp., California

11,900

111,384

Consumer Finance - 0.9%

Capital One Financial Corp.

11,600

558,192

Diversified Financial Services - 3.4%

Interactive Brokers Group, Inc.

10,000

325,700

JPMorgan Chase & Co.

38,000

1,634,000

1,959,700

Insurance - 4.2%

ACE Ltd.

8,000

480,560

Allied World Assurance Co. Holdings Ltd.

5,300

241,680

Aspen Insurance Holdings Ltd.

10,000

255,600

Assurant, Inc.

3,900

265,317

Axis Capital Holdings Ltd.

6,600

231,330

Berkshire Hathaway, Inc. Class B (a)

100

449,800

Everest Re Group Ltd.

1,600

140,352

MetLife, Inc.

6,000

360,180

2,424,819

Real Estate Investment Trusts - 1.2%

Annaly Capital Management, Inc.

37,900

674,999

TOTAL FINANCIALS

7,791,073

HEALTH CARE - 11.3%

Biotechnology - 1.1%

Biogen Idec, Inc. (a)

10,000

627,500

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - 4.5%

Boston Scientific Corp. (a)

35,000

$ 465,150

Covidien Ltd.

23,000

1,152,070

Exactech, Inc. (a)

12,000

319,080

Hill-Rom Holdings, Inc.

5,000

153,750

Orthofix International NV (a)

8,000

260,320

Zoll Medical Corp. (a)

8,000

290,000

2,640,370

Health Care Providers & Services - 1.5%

Centene Corp. (a)

1,062

22,419

Humana, Inc. (a)

8,000

408,400

ResCare, Inc. (a)

8,600

164,002

Universal Health Services, Inc. Class B

4,000

260,000

854,821

Life Sciences Tools & Services - 2.0%

Charles River Laboratories International, Inc. (a)

2,000

128,560

Invitrogen Corp. (a)

8,000

367,680

PerkinElmer, Inc.

9,000

254,520

Thermo Fisher Scientific, Inc. (a)

7,100

419,042

1,169,802

Pharmaceuticals - 2.2%

Endo Pharmaceuticals Holdings, Inc. (a)

12,700

312,928

Perrigo Co.

3,100

113,491

Sciele Pharma, Inc. (a)

6,000

131,460

Wyeth

17,000

755,990

1,313,869

TOTAL HEALTH CARE

6,606,362

INDUSTRIALS - 11.7%

Aerospace & Defense - 3.5%

Goodrich Corp.

5,000

324,050

L-3 Communications Holdings, Inc.

1,200

128,868

Northrop Grumman Corp.

5,400

407,484

Raytheon Co.

5,600

357,616

The Boeing Co.

10,000

827,700

2,045,718

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

INDUSTRIALS - continued

Building Products - 0.4%

Armstrong World Industries, Inc.

4,000

$ 129,920

Lennox International, Inc.

4,100

132,102

262,022

Commercial Services & Supplies - 3.1%

Allied Waste Industries, Inc. (a)

10,400

140,088

CBIZ, Inc. (a)

5,200

44,304

CDI Corp.

1,700

48,450

Manpower, Inc.

11,000

693,000

R.R. Donnelley & Sons Co.

16,300

535,129

The Brink's Co.

4,400

318,912

1,779,883

Construction & Engineering - 0.6%

KBR, Inc.

10,000

347,100

Industrial Conglomerates - 0.9%

Tyco International Ltd.

11,500

519,685

Machinery - 2.3%

Flowserve Corp.

4,200

581,784

Ingersoll-Rand Co. Ltd. Class A

5,000

220,200

SPX Corp.

4,000

531,520

1,333,504

Marine - 0.3%

Alexander & Baldwin, Inc.

3,000

154,410

Road & Rail - 0.6%

Ryder System, Inc.

4,000

293,720

YRC Worldwide, Inc. (a)

3,100

54,126

347,846

TOTAL INDUSTRIALS

6,790,168

INFORMATION TECHNOLOGY - 18.6%

Communications Equipment - 0.2%

Cisco Systems, Inc. (a)

5,000

133,600

Computers & Peripherals - 10.6%

Apple, Inc. (a)

4,000

755,000

Hewlett-Packard Co.

46,000

2,164,760

International Business Machines Corp.

15,000

1,941,450

Western Digital Corp. (a)

35,000

1,313,550

6,174,760

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - 2.3%

Avnet, Inc. (a)

10,000

$ 295,200

Flextronics International Ltd. (a)

15,000

160,650

SYNNEX Corp. (a)

4,000

99,400

Tyco Electronics Ltd.

20,000

802,400

1,357,650

IT Services - 2.2%

Affiliated Computer Services, Inc. Class A (a)

10,000

542,000

MasterCard, Inc. Class A

1,500

462,975

MPS Group, Inc. (a)

15,000

172,200

Perot Systems Corp. Class A (a)

5,000

82,600

1,259,775

Semiconductors & Semiconductor Equipment - 0.5%

Entegris, Inc. (a)

5,000

38,450

Skyworks Solutions, Inc. (a)

25,000

258,250

296,700

Software - 2.8%

Sybase, Inc. (a)

20,000

640,400

Symantec Corp. (a)

25,000

543,250

Synopsys, Inc. (a)

15,800

416,330

1,599,980

TOTAL INFORMATION TECHNOLOGY

10,822,465

MATERIALS - 5.4%

Chemicals - 2.5%

CF Industries Holdings, Inc.

3,200

438,080

Terra Industries, Inc.

12,000

523,560

The Mosaic Co. (a)

4,000

501,280

1,462,920

Metals & Mining - 2.9%

Compass Minerals International, Inc.

1,000

73,000

Freeport-McMoRan Copper & Gold, Inc. Class B

6,500

752,115

Reliance Steel & Aluminum Co.

3,000

203,910

Steel Dynamics, Inc.

3,000

108,300

United States Steel Corp.

3,200

552,672

1,689,997

TOTAL MATERIALS

3,152,917

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 3.1%

AT&T, Inc.

24,700

$ 985,530

Atlantic Tele-Network, Inc.

14,000

419,440

Verizon Communications, Inc.

11,000

423,170

1,828,140

UTILITIES - 5.1%

Electric Utilities - 0.8%

Entergy Corp.

4,000

483,080

Gas Utilities - 1.4%

Energen Corp.

300

22,485

Questar Corp.

12,000

770,640

793,125

Independent Power Producers & Energy Traders - 0.8%

NRG Energy, Inc. (a)

11,000

457,490

Multi-Utilities - 2.1%

CMS Energy Corp.

32,000

498,880

Public Service Enterprise Group, Inc.

17,000

752,420

1,251,300

TOTAL UTILITIES

2,984,995

TOTAL COMMON STOCKS

(Cost $59,086,840)

61,454,803

TOTAL LONG STOCK POSITIONS - 105.6%

(Cost $59,086,840)

61,454,803

U.S. Treasury Obligations - 0.9%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 1.05% to 1.92% 7/3/08 to 8/7/08 (b)
(Cost $498,399)

$ 500,000

498,675

Cash Equivalents - 15.3%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 2.15%, dated 5/30/08 due 6/2/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $8,922,000)

$ 8,923,602

$ 8,922,000

TOTAL INVESTMENT PORTFOLIO - 121.8%

(Cost $68,507,239)

70,875,478

TOTAL SECURITIES SOLD SHORT - (25.2)%

(Proceeds $13,802,703)

(14,646,450)

NET OTHER ASSETS - 3.4%

1,959,928

NET ASSETS - 100%

$ 58,188,956

SHORT STOCK POSITIONS - (25.2)%

Shares

COMMON STOCKS - (25.2)%

CONSUMER DISCRETIONARY - (8.8)%

Diversified Consumer Services - (0.5)%

ITT Educational Services, Inc.

(4,000)

(290,520)

Hotels, Restaurants & Leisure - (2.3)%

Las Vegas Sands Corp.

(2,000)

(138,880)

MGM Mirage, Inc.

(10,000)

(492,100)

Starbucks Corp.

(18,000)

(327,420)

Wynn Resorts Ltd.

(4,000)

(400,120)

(1,358,520)

Internet & Catalog Retail - (1.6)%

Amazon.com, Inc.

(4,000)

(326,480)

GSI Commerce, Inc.

(4,000)

(57,960)

Orbitz Worldwide, Inc.

(74,000)

(574,240)

(958,680)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

CONSUMER DISCRETIONARY - continued

Media - (1.6)%

Arbitron, Inc.

(7,000)

$ (349,020)

Discovery Holding Co. Class A

(20,000)

(523,800)

Dolan Media Co.

(2,000)

(37,200)

(910,020)

Multiline Retail - (0.4)%

Kohl's Corp.

(6,000)

(268,800)

Specialty Retail - (1.5)%

Coldwater Creek, Inc.

(92,000)

(601,680)

Ulta Salon, Cosmetics & Fragrance, Inc.

(18,000)

(256,680)

(858,360)

Textiles, Apparel & Luxury Goods - (0.9)%

K-Swiss, Inc. Class A

(22,000)

(352,440)

Kenneth Cole Productions, Inc. Class A (sub. vtg.)

(10,000)

(156,000)

(508,440)

TOTAL CONSUMER DISCRETIONARY

(5,153,340)

CONSUMER STAPLES - (0.3)%

Food Products - (0.3)%

Hershey Co.

(4,000)

(156,760)

ENERGY - (0.3)%

Oil, Gas & Consumable Fuels - (0.3)%

CNX Gas Corp.

(1,000)

(41,590)

Rex Energy Corp.

(5,000)

(111,800)

(153,390)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

FINANCIALS - (1.2)%

Capital Markets - (0.3)%

Merrill Lynch & Co., Inc.

(4,000)

$ (175,680)

Commercial Banks - (0.3)%

City National Corp.

(4,000)

(193,600)

Diversified Financial Services - (0.2)%

Citigroup, Inc.

(4,000)

(87,560)

Insurance - (0.4)%

Stewart Information Services Corp.

(10,000)

(236,500)

TOTAL FINANCIALS

(693,340)

HEALTH CARE - (2.7)%

Biotechnology - (0.5)%

CV Therapeutics, Inc.

(30,000)

(264,900)

Health Care Equipment & Supplies - (0.5)%

Hologic, Inc.

(11,000)

(264,330)

Health Care Providers & Services - (0.9)%

Healthways, Inc.

(16,000)

(516,800)

Health Care Technology - (0.9)%

Omnicell, Inc.

(39,000)

(517,920)

TOTAL HEALTH CARE

(1,563,950)

INDUSTRIALS - (2.0)%

Commercial Services & Supplies - (0.6)%

Healthcare Services Group, Inc.

(20,000)

(352,800)

Construction & Engineering - (0.9)%

Shaw Group, Inc.

(9,000)

(549,000)

Machinery - (0.5)%

Graco, Inc.

(7,000)

(282,940)

TOTAL INDUSTRIALS

(1,184,740)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

INFORMATION TECHNOLOGY - (5.7)%

Communications Equipment - (2.7)%

Blue Coat Systems, Inc.

(7,000)

$ (126,840)

F5 Networks, Inc.

(18,000)

(540,900)

MasTec, Inc.

(7,000)

(82,530)

Motorola, Inc.

(30,000)

(279,900)

Riverbed Technology, Inc.

(31,000)

(556,450)

(1,586,620)

Internet Software & Services - (0.9)%

comScore, Inc.

(2,000)

(49,000)

SAVVIS, Inc.

(30,000)

(500,400)

(549,400)

Semiconductors & Semiconductor Equipment - (2.0)%

Advanced Micro Devices, Inc.

(22,000)

(151,360)

Fairchild Semiconductor International, Inc.

(20,000)

(300,000)

Marvell Technology Group Ltd.

(25,000)

(434,000)

Rubicon Technology, Inc.

(12,000)

(274,440)

(1,159,800)

TOTAL INFORMATION TECHNOLOGY

(3,295,820)

MATERIALS - (1.3)%

Metals & Mining - (0.9)%

Allegheny Technologies, Inc.

(2,000)

(150,000)

Titanium Metals Corp.

(20,000)

(348,000)

(498,000)

Paper & Forest Products - (0.4)%

Weyerhaeuser Co.

(4,000)

(249,320)

TOTAL MATERIALS

(747,320)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

TELECOMMUNICATION SERVICES - (0.4)%

Wireless Telecommunication Services - (0.4)%

MetroPCS Communications, Inc.

(12,000)

$ (254,880)

UTILITIES - (2.5)%

Electric Utilities - (1.1)%

Pinnacle West Capital Corp.

(10,000)

(337,800)

Progress Energy, Inc.

(7,000)

(299,320)

(637,120)

Multi-Utilities - (1.4)%

Ameren Corp.

(5,000)

(227,250)

Consolidated Edison, Inc.

(7,000)

(289,100)

NiSource, Inc.

(16,000)

(289,440)

(805,790)

TOTAL UTILITIES

(1,442,910)

TOTAL SHORT STOCK POSITIONS - (25.2)%

(Proceeds $13,802,703)

$ (14,646,450)

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

142 S&P 500 E-Mini Index Contracts

June 2008

$ 9,944,260

$ 63,338

The face value of futures purchased as a percentage of net assets - 17.1%

Legend

(a) Non-income producing

(b) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $399,021.

(c) Securities are pledged with broker as collateral for securities sold short.

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

Repurchase Agreement / Counterparty

Value

$8,922,000 due 6/2/08 at 2.15%

BNP Paribas Securities Corp.

$ 1,941,644

Banc of America Securities LLC

580,129

Barclays Capital, Inc.

11,603

Deutsche Bank Securities, Inc.

2,088,465

Dresdner Kleinwort Securities LLC

2,842,632

Merrill Lynch Government Securities, Inc.

1,457,527

$ 8,922,000

Other Information

The following is a summary of the inputs used, as of May 31, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in securities

$ 70,875,478

$ 70,875,478

$ -

$ -

Other Financial Instruments*

$ (14,583,112)

$ (14,583,112)

$ -

$ -

* Other financial instruments include Futures Contracts and Short Positions.

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

$ 877

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

May 31, 2008 (Unaudited)

Assets

Investment in securities, at value
(including repurchase agreements of $8,922,000) - See accompanying schedule:

Unaffiliated issuers (cost $68,507,239)

$ 70,875,478

Cash

2,248

Receivable for investments sold

3,436

Receivable for fund shares sold

1,938,519

Dividends receivable

61,326

Receivable for daily variation on futures contracts

18,986

Prepaid expenses

69,739

Receivable from investment adviser for expense reductions

20,596

Total assets

72,990,328

Liabilities

Securities sold short at value (proceeds $13,802,703)

$ 14,646,450

Dividend expense payable on securities sold short

4,790

Payable for fund shares redeemed

7,254

Accrued management fee

29,676

Distribution fees payable

3,080

Other affiliated payables

11,165

Other payables and accrued expenses

98,957

Total liabilities

14,801,372

Net Assets

$ 58,188,956

Net Assets consist of:

Paid in capital

$ 56,591,148

Undistributed net investment income

12,657

Accumulated undistributed net realized gain (loss) on investments

(2,679)

Net unrealized appreciation (depreciation) on investments

1,587,830

Net Assets

$ 58,188,956

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

May 31, 2008 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($3,226,111 ÷ 296,989 shares)

$ 10.86

Maximum offering price per share (100/94.25 of $10.86)

$ 11.52

Class T:
Net Asset Value
and redemption price per share ($2,151,262 ÷ 198,130 shares)

$ 10.86

Maximum offering price per share (100/96.50 of $10.86)

$ 11.25

Class B:
Net Asset Value
and offering price per share ($1,053,263 ÷ 97,094 shares)A

$ 10.85

Class C:
Net Asset Value
and offering price per share ($1,772,876 ÷ 163,424 shares)A

$ 10.85

130/30 Large Cap:
Net Asset Value
, offering price and redemption price per share ($46,821,331 ÷ 4,308,102 shares)

$ 10.87

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,164,113 ÷ 291,152 shares)

$ 10.87

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

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

Semiannual Report

Statement of Operations

For the period March 31, 2008 (commencement of operations) to May 31, 2008 (Unaudited)

Investment Income

Dividends

$ 75,961

Interest

15,431

Income from Fidelity Central Funds

877

Total income

92,269

Expenses

Management fee

$ 40,221

Transfer agent fees

13,079

Distribution fees

5,166

Accounting fees and expenses

2,310

Custodian fees and expenses

3,600

Independent trustees' compensation

7

Registration fees

22,385

Audit

11,679

Interest

4,607

Dividend expenses for securities sold short

7,690

Total expenses before reductions

110,744

Expense reductions

(31,132)

79,612

Net investment income (loss)

12,657

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(61,169)

Futures contracts

(43,957)

Securities sold short

102,447

Total net realized gain (loss)

(2,679)

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,524,492

Futures contracts

63,338

Total change in net unrealized appreciation (depreciation)

1,587,830

Net gain (loss)

1,585,151

Net increase (decrease) in net assets resulting from operations

$ 1,597,808

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

For the period
March 31, 2008 (commencement
of operations) to
May 31, 2008
(Unaudited)

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 12,657

Net realized gain (loss)

(2,679)

Change in net unrealized appreciation (depreciation)

1,587,830

Net in net assets resulting from operations

1,597,808

Share transactions - net increase (decrease)

56,591,148

Total increase (decrease) in net assets

58,188,956

Net Assets

Beginning of period

-

End of period (including undistributed net investment income
of $12,657)

$ 58,188,956

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

Semiannual Report

Statement of Cash Flows

For the period March 31, 2008 (commencement of operations) to May 31, 2008 (Unaudited)

Cash flows from operating activities:

Net increase in net assets resulting from operations

$ 1,597,808

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

Changes in assets and liabilities related to operations:

Change in receivable for investments sold

(3,436)

Change in receivable for fund shares sold

(1,938,519)

Change in dividends receivable

(61,326)

Change in prepaid expenses

(69,739)

Change in receivable for daily variation on futures contracts

(18,986)

Change in receivable from investment advisor for expense reductions

(20,596)

Change in dividend expense payable on securities sold short

4,790

Change in payable for fund shares redeemed

7,254

Change in other payables and accrued expenses

142,878

Purchases of long term investments

(78,785,056)

Proceeds from sale of long term investments

19,636,148

Purchase of short term investments-net

(9,419,500)

Purchases of covers for securities sold short

(3,994,941)

Proceeds from securities sold short

17,900,091

Net realized gain on investments and securities sold short

(41,278)

Change in unrealized (appreciation) depreciation on investments and securities sold short

(1,524,492)

Net cash used in operating activities

(56,588,900)

Cash flows from financing activities:

Proceeds from sales of shares

57,375,654

Cost of shares redeemed

(784,506)

Net cash provided by financing activities

56,591,148

Net increase in cash and cash equivalents

2,248

Cash, beginning of period

-

Cash, end of period

$ 2,248

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

Semiannual Report

Financial Highlights - Class A

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

- J

Net realized and unrealized gain (loss)

.86

Total from investment operations

.86

Net asset value, end of period

$ 10.86

Total Return B, C, D

8.60%

Ratios to Average Net Assets F, I

Expenses before reductions

2.48% A

Expenses net of fee waivers, if any

1.81% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.22% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.55% A

Net investment income (loss)

.12% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,226

Portfolio turnover rate G

95%

A Annualized

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

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

D Total returns do not include the effect of the sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

- J

Net realized and unrealized gain (loss)

.86

Total from investment operations

.86

Net asset value, end of period

$ 10.86

Total Return B, C, D

8.60%

Ratios to Average Net Assets F, I

Expenses before reductions

2.69% A

Expenses net of fee waivers, if any

2.06% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.43% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.80% A

Net investment income (loss)

(.14)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,151

Portfolio turnover rate G

95%

A Annualized

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

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

D Total returns do not include the effect of the sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.01)

Net realized and unrealized gain (loss)

.86

Total from investment operations

.85

Net asset value, end of period

$ 10.85

Total Return B, C, D

8.50%

Ratios to Average Net Assets F, I

Expenses before reductions

3.17% A

Expenses net of fee waivers, if any

2.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.91% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

2.30% A

Net investment income (loss)

(.64)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,053

Portfolio turnover rate G

95%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.01)

Net realized and unrealized gain (loss)

.86

Total from investment operations

.85

Net asset value, end of period

$ 10.85

Total Return B, C, D

8.50%

Ratios to Average Net Assets F, I

Expenses before reductions

3.23% A

Expenses net of fee waivers, if any

2.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.97% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

2.30% A

Net investment income (loss)

(.64)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,773

Portfolio turnover rate G

95%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Financial Highlights - 130/30 Large Cap

Period ended May 31,

2008 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

Net realized and unrealized gain (loss)

.86

Total from investment operations

.87

Net asset value, end of period

$ 10.87

Total Return B, C

8.70%

Ratios to Average Net Assets E, H

Expenses before reductions

2.21% A

Expenses net of fee waivers, if any

1.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

1.95% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.30% A

Net investment income (loss)

.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 46,821

Portfolio turnover rate F

95%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Financial Highlights - Institutional Class

Period ended May 31,

2008 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

Net realized and unrealized gain (loss)

.86

Total from investment operations

.87

Net asset value, end of period

$ 10.87

Total Return B, C

8.70%

Ratios to Average Net Assets E, H

Expenses before reductions

2.23% A

Expenses net of fee waivers, if any

1.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

1.97% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.30% A

Net investment income (loss)

.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,164

Portfolio turnover rate F

95%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2008 (Unaudited)

1. Organization.

Fidelity 130/30 Large Cap Fund (the Fund) is a fund of Fidelity Mt. Vernon 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 Class A, Class T, Class B, Class C, 130/30 Large Cap, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Long and short positions in equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price (last ask price to value short positions). Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157). SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Level 1

Quoted prices in active markets for identical securities.

Level 2

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3

Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

A summary of the inputs used as of period end date, in valuing the Fund's investments 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. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income and dividend expense on securities sold short, are recorded on the ex-dividend date except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions expected to be taken in the initial filing of the Fund's tax return.

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

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

Unrealized appreciation

$ 3,061,842

Unrealized depreciation

(735,655)

Net unrealized appreciation (depreciation)

$ 2,326,187

Cost for federal income tax purposes

$ 68,549,291

4. Operating Policies.

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

Short Sales. Consistent with its investment objective, the Fund holds long securities that it expects to outperform the market and sells securities short in issuers expected to underperform the market. The Fund intends to maintain a net long exposure (the

Semiannual Report

4. Operating Policies - continued

Short Sales - continued

market value of long positions less the market value of short positions) of 100%, normally targeting long and short positions of approximately 130% and 30% of the Fund's net assets, respectively. In a short sale transaction, the Fund sells securities it does not own, but has borrowed from a broker, in anticipation of a decline in the market value of the securities. To complete or "close out" a short sale, the Fund must purchase the same securities at the current market price and deliver them to the broker. Until the Fund closes out a short position, it is obligated to pay the broker fees incurred on borrowing the securities. The fees, which are net of rebates, are recorded as interest expense in the accompanying Statement of Operations. The Fund is required to maintain a margin account with the broker and to pledge a portion of its assets to the broker as collateral for the borrowed securities. The collateral is marked-to-market daily to reflect the current value of the short position. The Fund is subject to risk of loss if the broker were to fail to perform its obligations under the contract. Short positions are reported at value in the accompanying Schedule of Investments under the caption "Short Stock Positions" and in the accompanying Statement of Assets & Liabilities. Dividends declared on short positions are recorded as dividend expense in the accompanying Statement of Operations and the Fund is obligated to pay the broker any dividends due on securities sold short. In the event the price of a security sold short increases between the short sale and when the Fund closes out the short sale, the Fund will incur a loss. The Fund will realize a gain if the security declines in value between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are theoretically unlimited because the short position loses value as the securities' price increases. The Fund's ultimate obligation to satisfy the short sale may exceed the amount shown in the accompanying Statement of Assets & Liabilities.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies - continued

Futures Contracts - continued

reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short sales and short-term securities, aggregated $78,785,056 and $19,636,148, respectively. Securities sold short and purchases to cover securities sold short aggregated $17,900,091 and $3,994,941, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the 130/30 Large Cap Class of the Fund as compared to an appropriate benchmark index. The Fund's performance period began on April 1, 2008 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment will not take effect until March 1, 2009. For the period, the total annualized management fee rate was .85% of the Fund's average net assets.

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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 727

$ 339

Class T

.25%

.25%

1,189

687

Class B

.75%

.25%

1,533

1,508

Class C

.75%

.25%

1,717

1,568

$ 5,166

$ 4,102

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

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

Retained
by FDC

Class A

$ 4,686

Class T

900

Class B*

147

Class C*

-

$ 5,733

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

Amount

% of
Average
Net Assets
*

Class A

$ 871

.29

Class T

653

.27

Class B

402

.25

Class C

544

.31

130/30 Large Cap

9,882

.27

Institutional Class

727

.29

$ 13,079

* Annualized

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,782 for the period.

7. Expense Reductions.

Effective March 31, 2008, FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense and dividend expense on securities sold short, are excluded from this reimbursement. As a result, actual expenses paid by a shareholder may be higher than the limitations listed in the table below.

The following classes were in reimbursement during the period:

Expense
Limitations

Reimbursement
from adviser

Class A

1.55%

$ 1,977

Class T

1.80%

1,542

Class B

2.30%

964

Class C

2.30%

1,189

130/30 Large Cap

1.30%

23,740

Institutional Class

1.30%

1,719

$ 31,131

Semiannual Report

7. Expense Reductions - continued

In addition through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

130/30 Large Cap

$ 1

8. 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.

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares A

Dollars A

Period ended
May 31,
2008

Period ended
May 31,
2008

Class A

Shares sold

296,998

$ 3,101,788

Shares redeemed

(9)

(91)

Net increase (decrease)

296,989

$ 3,101,697

Class T

Shares sold

198,380

$ 2,064,069

Shares redeemed

(250)

(2,644)

Net increase (decrease)

198,130

$ 2,061,425

Class B

Shares sold

97,710

$ 989,763

Shares redeemed

(616)

(6,481)

Net increase (decrease)

97,094

$ 983,282

Class C

Shares sold

163,424

$ 1,696,339

Shares redeemed

-

-

Net increase (decrease)

163,424

$ 1,696,339

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions - continued

Shares A

Dollars A

Period ended
May 31,
2008

Period ended
May 31,
2008

130/30 Large Cap

Shares sold

4,380,217

$ 46,459,254

Shares redeemed

(72,115)

(775,290)

Net increase (decrease)

4,308,102

$ 45,683,964

Institutional Class

Shares sold

291,152

$ 3,064,441

Shares redeemed

-

-

Net increase (decrease)

291,152

$ 3,064,441

A For the period March 31, 2008, (commencement of operations) to May 31, 2008.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 130/30 Large Cap Fund

On March 20, 2008, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve 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, considered a broad range of information.

In determining whether to approve the Advisory Contracts for the fund, the Board was aware that shareholders have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, may choose to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline.

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

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians.

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge.

Investment Performance. Fidelity 130/30 Large Cap Fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index.

The Board considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders. The Board considered that the fund's performance adjustment fee is calculated based on the results of the retail class and does not take into account the performance of the Advisor classes. The Board considered FMR's belief that the retail class is the appropriate class on which to base the performance fee because: (i) the class does not have a 12b-1 fee; and (ii) distribution-related expenses should be excluded from the calculation because they are not related to evaluating an adviser's investment management skills.

Based on its review, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's proposed management fee and the projected total operating expenses of each class of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of a broad group of funds with similar Lipper investment objective categories and comparable management fee characteristics, but lower than the median fee rate of funds that follow similar investment strategies. The Board also noted FMR's assertion that managing a fund with both long and short positions requires more resources than traditional long-only funds, warranting a higher management fee than traditional long-only domestic growth funds. The Board also considered that the fund's investment strategy involves certain operating costs that contribute to the projected total operating expenses of each class.

Semiannual Report

Based on its review, the Board concluded that the fund's management fee and the projected total expenses for each class of the fund were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Economies of Scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agency fee varies in part based on the number of accounts in the fund. If the average account size increases, the overall transfer agency fee rate decreases.

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

The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

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

Semiannual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

FLC-USAN-0708
1.859197.100

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor 130/30

Large Cap

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

Semiannual Report

May 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Class A, Class T, Class B,
and Class C are classes
of Fidelity ® 130/30
Large Cap Fund

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Summary

<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 (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Investing momentum appeared to shift back in favor of equities as we approached the mid-point of 2008, offsetting some - but not all - of the market's earlier weakness. However, the outlook for the remainder of the year was far from certain. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 31, 2008 to May 31, 2008). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (December 1, 2007 to May 31, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Investments - continued

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. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value

Ending
Account Value
May 31, 2008

Expenses Paid
During Period
March 31, 2008 to
May 31, 2008

Class A

Actual

$ 1,000.00

$ 1,086.00

$ 3.20B

HypotheticalA

$ 1,000.00

$ 1,015.95

$ 9.12C

Class T

Actual

$ 1,000.00

$ 1,086.00

$ 3.64B

HypotheticalA

$ 1,000.00

$ 1,014.70

$ 10.38C

Class B

Actual

$ 1,000.00

$ 1,085.00

$ 4.52B

HypotheticalA

$ 1,000.00

$ 1,012.20

$ 12.88C

Class C

Actual

$ 1,000.00

$ 1,085.00

$ 4.52B

HypotheticalA

$ 1,000.00

$ 1,012.20

$ 12.88C

130/30 Large Cap

Actual

$ 1,000.00

$ 1,087.00

$ 2.76B

HypotheticalA

$ 1,000.00

$ 1,017.20

$ 7.87C

Institutional Class

Actual

$ 1,000.00

$ 1,087.00

$ 2.76B

HypotheticalA

$ 1,000.00

$ 1,017.20

$ 7.87C

A 5% return per year before expenses

B Actual expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 62/366 (to reflect the period March 31, 2008 to May 31, 2008).

C Hypothetical expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.81%A

Class T

2.06%A

Class B

2.56%A

Class C

2.56%A

130/30 Large Cap

1.56%A

Institutional Class

1.56%A

Semiannual Report

Investment Summary (Unaudited)

Top Ten Long Stocks as of May 31, 2008

% of fund's
net assets

Hewlett-Packard Co.

3.7

ConocoPhillips

3.7

International Business Machines Corp.

3.3

JPMorgan Chase & Co.

2.8

Western Digital Corp.

2.3

McDonald's Corp.

2.2

Hess Corp.

2.1

State Street Corp.

2.0

Covidien Ltd.

2.0

Altria Group, Inc.

1.7

25.8

Top Ten Short Stocks as of May 31, 2008

% of fund's
net assets

Coldwater Creek, Inc.

(1.0)

Orbitz Worldwide, Inc.

(1.0)

Riverbed Technology, Inc.

(1.0)

Shaw Group, Inc.

(0.9)

F5 Networks, Inc.

(0.9)

Discovery Holding Co. Class A

(0.9)

Omnicell, Inc.

(0.9)

Healthways, Inc.

(0.9)

SAVVIS, Inc.

(0.9)

MGM Mirage, Inc.

(0.8)

(9.2)

Market Sectors as of May 31, 2008

As a % of fund's net assets

Long

Short

Net

Information Technology

18.6

(5.7)

12.9

Financials

13.4

(1.2)

12.2

Energy

12.3

(0.3)

12.0

Industrials

11.7

(2.0)

9.7

Consumer Staples

9.3

(0.3)

9.0

Health Care

11.3

(2.7)

8.6

Consumer Discretionary

15.4

(8.8)

6.6

Materials

5.4

(1.3)

4.1

Telecommunication Services

3.1

(0.4)

2.7

Utilities

5.1

(2.5)

2.6

Equity Exposure (% of fund's net assets)

As of May 31, 2008

Long equity positions* 122.7%

Short equity positions (25.2)%

Net equity positions 97.5%

*Long equity positions are adjusted to reflect the effect of future contracts.

Semiannual Report

Investments May 31, 2008 (Unaudited)

Showing Percentage of Net Assets

LONG STOCK POSITIONS (c) - 105.6%

Shares

Value

COMMON STOCKS - 105.6%

CONSUMER DISCRETIONARY - 15.4%

Automobiles - 0.5%

General Motors Corp.

17,000

$ 290,700

Diversified Consumer Services - 1.4%

Apollo Group, Inc. Class A (non-vtg.) (a)

8,000

382,320

DeVry, Inc.

7,400

422,170

804,490

Hotels, Restaurants & Leisure - 4.7%

Bally Technologies, Inc. (a)

14,000

630,140

Brinker International, Inc.

9,000

197,370

Burger King Holdings, Inc.

19,000

542,450

Denny's Corp. (a)

33,400

135,604

McDonald's Corp.

21,000

1,245,720

2,751,284

Household Durables - 0.7%

NVR, Inc. (a)

700

395,759

Internet & Catalog Retail - 1.0%

Priceline.com, Inc. (a)

4,400

591,932

Media - 1.8%

DreamWorks Animation SKG, Inc. Class A (a)

15,800

498,806

E.W. Scripps Co. Class A

3,000

141,300

News Corp. Class B

20,000

372,000

1,012,106

Specialty Retail - 0.9%

Advance Auto Parts, Inc.

4,000

161,200

AnnTaylor Stores Corp. (a)

14,000

383,320

544,520

Textiles, Apparel & Luxury Goods - 4.4%

Deckers Outdoor Corp. (a)

2,000

273,440

G-III Apparel Group Ltd. (a)

10,300

170,877

Iconix Brand Group, Inc. (a)

10,700

155,150

Movado Group, Inc.

8,000

177,600

NIKE, Inc. Class B

6,300

430,731

Phillips-Van Heusen Corp.

9,000

408,870

Skechers U.S.A., Inc. Class A (sub. vtg.) (a)

17,500

420,875

VF Corp.

6,300

476,910

Warnaco Group, Inc. (a)

700

33,733

2,548,186

TOTAL CONSUMER DISCRETIONARY

8,938,977

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

CONSUMER STAPLES - 9.3%

Beverages - 2.0%

Constellation Brands, Inc. Class A (sub. vtg.) (a)

6,000

$ 127,920

Molson Coors Brewing Co. Class B

15,800

916,400

PepsiAmericas, Inc.

5,100

124,287

1,168,607

Food & Staples Retailing - 3.9%

BJ's Wholesale Club, Inc. (a)

5,300

209,297

Kroger Co.

16,000

442,240

Nash-Finch Co.

7,000

267,680

SUPERVALU, Inc.

22,000

771,540

Wal-Mart Stores, Inc.

10,000

577,400

2,268,157

Food Products - 1.7%

Chiquita Brands International, Inc. (a)

13,000

316,420

Del Monte Foods Co.

3,500

30,485

Tyson Foods, Inc. Class A

32,000

602,880

949,785

Tobacco - 1.7%

Altria Group, Inc.

45,000

1,001,700

TOTAL CONSUMER STAPLES

5,388,249

ENERGY - 12.3%

Energy Equipment & Services - 4.7%

ENSCO International, Inc.

3,300

237,039

Helmerich & Payne, Inc.

5,000

313,250

Key Energy Services, Inc. (a)

5,000

86,300

National Oilwell Varco, Inc. (a)

6,000

499,920

Noble Corp.

9,000

568,260

Oil States International, Inc. (a)

1,900

110,998

Patterson-UTI Energy, Inc.

6,500

204,620

Pride International, Inc. (a)

3,000

131,820

Superior Energy Services, Inc. (a)

2,000

107,380

Tidewater, Inc.

7,000

478,310

2,737,897

Oil, Gas & Consumable Fuels - 7.6%

Cimarex Energy Co.

5,500

374,770

ConocoPhillips

23,000

2,141,300

Enterprise Products Partners LP

6,000

181,620

Hess Corp.

10,000

1,228,100

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Mariner Energy, Inc. (a)

3,000

$ 98,100

Stone Energy Corp. (a)

500

33,790

Valero Energy Corp.

7,000

355,880

4,413,560

TOTAL ENERGY

7,151,457

FINANCIALS - 13.4%

Capital Markets - 3.5%

Knight Capital Group, Inc. Class A (a)

17,800

317,018

Lehman Brothers Holdings, Inc.

16,100

592,641

State Street Corp.

16,000

1,152,320

2,061,979

Commercial Banks - 0.2%

Center Financial Corp., California

11,900

111,384

Consumer Finance - 0.9%

Capital One Financial Corp.

11,600

558,192

Diversified Financial Services - 3.4%

Interactive Brokers Group, Inc.

10,000

325,700

JPMorgan Chase & Co.

38,000

1,634,000

1,959,700

Insurance - 4.2%

ACE Ltd.

8,000

480,560

Allied World Assurance Co. Holdings Ltd.

5,300

241,680

Aspen Insurance Holdings Ltd.

10,000

255,600

Assurant, Inc.

3,900

265,317

Axis Capital Holdings Ltd.

6,600

231,330

Berkshire Hathaway, Inc. Class B (a)

100

449,800

Everest Re Group Ltd.

1,600

140,352

MetLife, Inc.

6,000

360,180

2,424,819

Real Estate Investment Trusts - 1.2%

Annaly Capital Management, Inc.

37,900

674,999

TOTAL FINANCIALS

7,791,073

HEALTH CARE - 11.3%

Biotechnology - 1.1%

Biogen Idec, Inc. (a)

10,000

627,500

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - 4.5%

Boston Scientific Corp. (a)

35,000

$ 465,150

Covidien Ltd.

23,000

1,152,070

Exactech, Inc. (a)

12,000

319,080

Hill-Rom Holdings, Inc.

5,000

153,750

Orthofix International NV (a)

8,000

260,320

Zoll Medical Corp. (a)

8,000

290,000

2,640,370

Health Care Providers & Services - 1.5%

Centene Corp. (a)

1,062

22,419

Humana, Inc. (a)

8,000

408,400

ResCare, Inc. (a)

8,600

164,002

Universal Health Services, Inc. Class B

4,000

260,000

854,821

Life Sciences Tools & Services - 2.0%

Charles River Laboratories International, Inc. (a)

2,000

128,560

Invitrogen Corp. (a)

8,000

367,680

PerkinElmer, Inc.

9,000

254,520

Thermo Fisher Scientific, Inc. (a)

7,100

419,042

1,169,802

Pharmaceuticals - 2.2%

Endo Pharmaceuticals Holdings, Inc. (a)

12,700

312,928

Perrigo Co.

3,100

113,491

Sciele Pharma, Inc. (a)

6,000

131,460

Wyeth

17,000

755,990

1,313,869

TOTAL HEALTH CARE

6,606,362

INDUSTRIALS - 11.7%

Aerospace & Defense - 3.5%

Goodrich Corp.

5,000

324,050

L-3 Communications Holdings, Inc.

1,200

128,868

Northrop Grumman Corp.

5,400

407,484

Raytheon Co.

5,600

357,616

The Boeing Co.

10,000

827,700

2,045,718

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

INDUSTRIALS - continued

Building Products - 0.4%

Armstrong World Industries, Inc.

4,000

$ 129,920

Lennox International, Inc.

4,100

132,102

262,022

Commercial Services & Supplies - 3.1%

Allied Waste Industries, Inc. (a)

10,400

140,088

CBIZ, Inc. (a)

5,200

44,304

CDI Corp.

1,700

48,450

Manpower, Inc.

11,000

693,000

R.R. Donnelley & Sons Co.

16,300

535,129

The Brink's Co.

4,400

318,912

1,779,883

Construction & Engineering - 0.6%

KBR, Inc.

10,000

347,100

Industrial Conglomerates - 0.9%

Tyco International Ltd.

11,500

519,685

Machinery - 2.3%

Flowserve Corp.

4,200

581,784

Ingersoll-Rand Co. Ltd. Class A

5,000

220,200

SPX Corp.

4,000

531,520

1,333,504

Marine - 0.3%

Alexander & Baldwin, Inc.

3,000

154,410

Road & Rail - 0.6%

Ryder System, Inc.

4,000

293,720

YRC Worldwide, Inc. (a)

3,100

54,126

347,846

TOTAL INDUSTRIALS

6,790,168

INFORMATION TECHNOLOGY - 18.6%

Communications Equipment - 0.2%

Cisco Systems, Inc. (a)

5,000

133,600

Computers & Peripherals - 10.6%

Apple, Inc. (a)

4,000

755,000

Hewlett-Packard Co.

46,000

2,164,760

International Business Machines Corp.

15,000

1,941,450

Western Digital Corp. (a)

35,000

1,313,550

6,174,760

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - 2.3%

Avnet, Inc. (a)

10,000

$ 295,200

Flextronics International Ltd. (a)

15,000

160,650

SYNNEX Corp. (a)

4,000

99,400

Tyco Electronics Ltd.

20,000

802,400

1,357,650

IT Services - 2.2%

Affiliated Computer Services, Inc. Class A (a)

10,000

542,000

MasterCard, Inc. Class A

1,500

462,975

MPS Group, Inc. (a)

15,000

172,200

Perot Systems Corp. Class A (a)

5,000

82,600

1,259,775

Semiconductors & Semiconductor Equipment - 0.5%

Entegris, Inc. (a)

5,000

38,450

Skyworks Solutions, Inc. (a)

25,000

258,250

296,700

Software - 2.8%

Sybase, Inc. (a)

20,000

640,400

Symantec Corp. (a)

25,000

543,250

Synopsys, Inc. (a)

15,800

416,330

1,599,980

TOTAL INFORMATION TECHNOLOGY

10,822,465

MATERIALS - 5.4%

Chemicals - 2.5%

CF Industries Holdings, Inc.

3,200

438,080

Terra Industries, Inc.

12,000

523,560

The Mosaic Co. (a)

4,000

501,280

1,462,920

Metals & Mining - 2.9%

Compass Minerals International, Inc.

1,000

73,000

Freeport-McMoRan Copper & Gold, Inc. Class B

6,500

752,115

Reliance Steel & Aluminum Co.

3,000

203,910

Steel Dynamics, Inc.

3,000

108,300

United States Steel Corp.

3,200

552,672

1,689,997

TOTAL MATERIALS

3,152,917

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 3.1%

AT&T, Inc.

24,700

$ 985,530

Atlantic Tele-Network, Inc.

14,000

419,440

Verizon Communications, Inc.

11,000

423,170

1,828,140

UTILITIES - 5.1%

Electric Utilities - 0.8%

Entergy Corp.

4,000

483,080

Gas Utilities - 1.4%

Energen Corp.

300

22,485

Questar Corp.

12,000

770,640

793,125

Independent Power Producers & Energy Traders - 0.8%

NRG Energy, Inc. (a)

11,000

457,490

Multi-Utilities - 2.1%

CMS Energy Corp.

32,000

498,880

Public Service Enterprise Group, Inc.

17,000

752,420

1,251,300

TOTAL UTILITIES

2,984,995

TOTAL COMMON STOCKS

(Cost $59,086,840)

61,454,803

TOTAL LONG STOCK POSITIONS - 105.6%

(Cost $59,086,840)

61,454,803

U.S. Treasury Obligations - 0.9%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 1.05% to 1.92% 7/3/08 to 8/7/08 (b)
(Cost $498,399)

$ 500,000

498,675

Cash Equivalents - 15.3%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 2.15%, dated 5/30/08 due 6/2/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $8,922,000)

$ 8,923,602

$ 8,922,000

TOTAL INVESTMENT PORTFOLIO - 121.8%

(Cost $68,507,239)

70,875,478

TOTAL SECURITIES SOLD SHORT - (25.2)%

(Proceeds $13,802,703)

(14,646,450)

NET OTHER ASSETS - 3.4%

1,959,928

NET ASSETS - 100%

$ 58,188,956

SHORT STOCK POSITIONS - (25.2)%

Shares

COMMON STOCKS - (25.2)%

CONSUMER DISCRETIONARY - (8.8)%

Diversified Consumer Services - (0.5)%

ITT Educational Services, Inc.

(4,000)

(290,520)

Hotels, Restaurants & Leisure - (2.3)%

Las Vegas Sands Corp.

(2,000)

(138,880)

MGM Mirage, Inc.

(10,000)

(492,100)

Starbucks Corp.

(18,000)

(327,420)

Wynn Resorts Ltd.

(4,000)

(400,120)

(1,358,520)

Internet & Catalog Retail - (1.6)%

Amazon.com, Inc.

(4,000)

(326,480)

GSI Commerce, Inc.

(4,000)

(57,960)

Orbitz Worldwide, Inc.

(74,000)

(574,240)

(958,680)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

CONSUMER DISCRETIONARY - continued

Media - (1.6)%

Arbitron, Inc.

(7,000)

$ (349,020)

Discovery Holding Co. Class A

(20,000)

(523,800)

Dolan Media Co.

(2,000)

(37,200)

(910,020)

Multiline Retail - (0.4)%

Kohl's Corp.

(6,000)

(268,800)

Specialty Retail - (1.5)%

Coldwater Creek, Inc.

(92,000)

(601,680)

Ulta Salon, Cosmetics & Fragrance, Inc.

(18,000)

(256,680)

(858,360)

Textiles, Apparel & Luxury Goods - (0.9)%

K-Swiss, Inc. Class A

(22,000)

(352,440)

Kenneth Cole Productions, Inc. Class A (sub. vtg.)

(10,000)

(156,000)

(508,440)

TOTAL CONSUMER DISCRETIONARY

(5,153,340)

CONSUMER STAPLES - (0.3)%

Food Products - (0.3)%

Hershey Co.

(4,000)

(156,760)

ENERGY - (0.3)%

Oil, Gas & Consumable Fuels - (0.3)%

CNX Gas Corp.

(1,000)

(41,590)

Rex Energy Corp.

(5,000)

(111,800)

(153,390)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

FINANCIALS - (1.2)%

Capital Markets - (0.3)%

Merrill Lynch & Co., Inc.

(4,000)

$ (175,680)

Commercial Banks - (0.3)%

City National Corp.

(4,000)

(193,600)

Diversified Financial Services - (0.2)%

Citigroup, Inc.

(4,000)

(87,560)

Insurance - (0.4)%

Stewart Information Services Corp.

(10,000)

(236,500)

TOTAL FINANCIALS

(693,340)

HEALTH CARE - (2.7)%

Biotechnology - (0.5)%

CV Therapeutics, Inc.

(30,000)

(264,900)

Health Care Equipment & Supplies - (0.5)%

Hologic, Inc.

(11,000)

(264,330)

Health Care Providers & Services - (0.9)%

Healthways, Inc.

(16,000)

(516,800)

Health Care Technology - (0.9)%

Omnicell, Inc.

(39,000)

(517,920)

TOTAL HEALTH CARE

(1,563,950)

INDUSTRIALS - (2.0)%

Commercial Services & Supplies - (0.6)%

Healthcare Services Group, Inc.

(20,000)

(352,800)

Construction & Engineering - (0.9)%

Shaw Group, Inc.

(9,000)

(549,000)

Machinery - (0.5)%

Graco, Inc.

(7,000)

(282,940)

TOTAL INDUSTRIALS

(1,184,740)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

INFORMATION TECHNOLOGY - (5.7)%

Communications Equipment - (2.7)%

Blue Coat Systems, Inc.

(7,000)

$ (126,840)

F5 Networks, Inc.

(18,000)

(540,900)

MasTec, Inc.

(7,000)

(82,530)

Motorola, Inc.

(30,000)

(279,900)

Riverbed Technology, Inc.

(31,000)

(556,450)

(1,586,620)

Internet Software & Services - (0.9)%

comScore, Inc.

(2,000)

(49,000)

SAVVIS, Inc.

(30,000)

(500,400)

(549,400)

Semiconductors & Semiconductor Equipment - (2.0)%

Advanced Micro Devices, Inc.

(22,000)

(151,360)

Fairchild Semiconductor International, Inc.

(20,000)

(300,000)

Marvell Technology Group Ltd.

(25,000)

(434,000)

Rubicon Technology, Inc.

(12,000)

(274,440)

(1,159,800)

TOTAL INFORMATION TECHNOLOGY

(3,295,820)

MATERIALS - (1.3)%

Metals & Mining - (0.9)%

Allegheny Technologies, Inc.

(2,000)

(150,000)

Titanium Metals Corp.

(20,000)

(348,000)

(498,000)

Paper & Forest Products - (0.4)%

Weyerhaeuser Co.

(4,000)

(249,320)

TOTAL MATERIALS

(747,320)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

TELECOMMUNICATION SERVICES - (0.4)%

Wireless Telecommunication Services - (0.4)%

MetroPCS Communications, Inc.

(12,000)

$ (254,880)

UTILITIES - (2.5)%

Electric Utilities - (1.1)%

Pinnacle West Capital Corp.

(10,000)

(337,800)

Progress Energy, Inc.

(7,000)

(299,320)

(637,120)

Multi-Utilities - (1.4)%

Ameren Corp.

(5,000)

(227,250)

Consolidated Edison, Inc.

(7,000)

(289,100)

NiSource, Inc.

(16,000)

(289,440)

(805,790)

TOTAL UTILITIES

(1,442,910)

TOTAL SHORT STOCK POSITIONS - (25.2)%

(Proceeds $13,802,703)

$ (14,646,450)

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

142 S&P 500 E-Mini Index Contracts

June 2008

$ 9,944,260

$ 63,338

The face value of futures purchased as a percentage of net assets - 17.1%

Legend

(a) Non-income producing

(b) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $399,021.

(c) Securities are pledged with broker as collateral for securities sold short.

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

Repurchase Agreement / Counterparty

Value

$8,922,000 due 6/2/08 at 2.15%

BNP Paribas Securities Corp.

$ 1,941,644

Banc of America Securities LLC

580,129

Barclays Capital, Inc.

11,603

Deutsche Bank Securities, Inc.

2,088,465

Dresdner Kleinwort Securities LLC

2,842,632

Merrill Lynch Government Securities, Inc.

1,457,527

$ 8,922,000

Other Information

The following is a summary of the inputs used, as of May 31, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in securities

$ 70,875,478

$ 70,875,478

$ -

$ -

Other Financial Instruments*

$ (14,583,112)

$ (14,583,112)

$ -

$ -

* Other financial instruments include Futures Contracts and Short Positions.

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

$ 877

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

May 31, 2008 (Unaudited)

Assets

Investment in securities, at value
(including repurchase agreements of $8,922,000) - See accompanying schedule:

Unaffiliated issuers (cost $68,507,239)

$ 70,875,478

Cash

2,248

Receivable for investments sold

3,436

Receivable for fund shares sold

1,938,519

Dividends receivable

61,326

Receivable for daily variation on futures contracts

18,986

Prepaid expenses

69,739

Receivable from investment adviser for expense reductions

20,596

Total assets

72,990,328

Liabilities

Securities sold short at value (proceeds $13,802,703)

$ 14,646,450

Dividend expense payable on securities sold short

4,790

Payable for fund shares redeemed

7,254

Accrued management fee

29,676

Distribution fees payable

3,080

Other affiliated payables

11,165

Other payables and accrued expenses

98,957

Total liabilities

14,801,372

Net Assets

$ 58,188,956

Net Assets consist of:

Paid in capital

$ 56,591,148

Undistributed net investment income

12,657

Accumulated undistributed net realized gain (loss) on investments

(2,679)

Net unrealized appreciation (depreciation) on investments

1,587,830

Net Assets

$ 58,188,956

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

May 31, 2008 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($3,226,111 ÷ 296,989 shares)

$ 10.86

Maximum offering price per share (100/94.25 of $10.86)

$ 11.52

Class T:
Net Asset Value
and redemption price per share ($2,151,262 ÷ 198,130 shares)

$ 10.86

Maximum offering price per share (100/96.50 of $10.86)

$ 11.25

Class B:
Net Asset Value
and offering price per share ($1,053,263 ÷ 97,094 shares)A

$ 10.85

Class C:
Net Asset Value
and offering price per share ($1,772,876 ÷ 163,424 shares)A

$ 10.85

130/30 Large Cap:
Net Asset Value
, offering price and redemption price per share ($46,821,331 ÷ 4,308,102 shares)

$ 10.87

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,164,113 ÷ 291,152 shares)

$ 10.87

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

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

Semiannual Report

Statement of Operations

For the period March 31, 2008 (commencement of operations) to May 31, 2008 (Unaudited)

Investment Income

Dividends

$ 75,961

Interest

15,431

Income from Fidelity Central Funds

877

Total income

92,269

Expenses

Management fee

$ 40,221

Transfer agent fees

13,079

Distribution fees

5,166

Accounting fees and expenses

2,310

Custodian fees and expenses

3,600

Independent trustees' compensation

7

Registration fees

22,385

Audit

11,679

Interest

4,607

Dividend expenses for securities sold short

7,690

Total expenses before reductions

110,744

Expense reductions

(31,132)

79,612

Net investment income (loss)

12,657

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(61,169)

Futures contracts

(43,957)

Securities sold short

102,447

Total net realized gain (loss)

(2,679)

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,524,492

Futures contracts

63,338

Total change in net unrealized appreciation (depreciation)

1,587,830

Net gain (loss)

1,585,151

Net increase (decrease) in net assets resulting from operations

$ 1,597,808

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

For the period
March 31, 2008 (commencement
of operations) to
May 31, 2008
(Unaudited)

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 12,657

Net realized gain (loss)

(2,679)

Change in net unrealized appreciation (depreciation)

1,587,830

Net in net assets resulting from operations

1,597,808

Share transactions - net increase (decrease)

56,591,148

Total increase (decrease) in net assets

58,188,956

Net Assets

Beginning of period

-

End of period (including undistributed net investment income
of $12,657)

$ 58,188,956

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

Semiannual Report

Statement of Cash Flows

For the period March 31, 2008 (commencement of operations) to May 31, 2008 (Unaudited)

Cash flows from operating activities:

Net increase in net assets resulting from operations

$ 1,597,808

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

Changes in assets and liabilities related to operations:

Change in receivable for investments sold

(3,436)

Change in receivable for fund shares sold

(1,938,519)

Change in dividends receivable

(61,326)

Change in prepaid expenses

(69,739)

Change in receivable for daily variation on futures contracts

(18,986)

Change in receivable from investment advisor for expense reductions

(20,596)

Change in dividend expense payable on securities sold short

4,790

Change in payable for fund shares redeemed

7,254

Change in other payables and accrued expenses

142,878

Purchases of long term investments

(78,785,056)

Proceeds from sale of long term investments

19,636,148

Purchase of short term investments-net

(9,419,500)

Purchases of covers for securities sold short

(3,994,941)

Proceeds from securities sold short

17,900,091

Net realized gain on investments and securities sold short

(41,278)

Change in unrealized (appreciation) depreciation on investments and securities sold short

(1,524,492)

Net cash used in operating activities

(56,588,900)

Cash flows from financing activities:

Proceeds from sales of shares

57,375,654

Cost of shares redeemed

(784,506)

Net cash provided by financing activities

56,591,148

Net increase in cash and cash equivalents

2,248

Cash, beginning of period

-

Cash, end of period

$ 2,248

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

Semiannual Report

Financial Highlights - Class A

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

- J

Net realized and unrealized gain (loss)

.86

Total from investment operations

.86

Net asset value, end of period

$ 10.86

Total Return B, C, D

8.60%

Ratios to Average Net Assets F, I

Expenses before reductions

2.48% A

Expenses net of fee waivers, if any

1.81% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.22% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.55% A

Net investment income (loss)

.12% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,226

Portfolio turnover rate G

95%

A Annualized

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

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

D Total returns do not include the effect of the sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

- J

Net realized and unrealized gain (loss)

.86

Total from investment operations

.86

Net asset value, end of period

$ 10.86

Total Return B, C, D

8.60%

Ratios to Average Net Assets F, I

Expenses before reductions

2.69% A

Expenses net of fee waivers, if any

2.06% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.43% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.80% A

Net investment income (loss)

(.14)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,151

Portfolio turnover rate G

95%

A Annualized

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

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

D Total returns do not include the effect of the sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.01)

Net realized and unrealized gain (loss)

.86

Total from investment operations

.85

Net asset value, end of period

$ 10.85

Total Return B, C, D

8.50%

Ratios to Average Net Assets F, I

Expenses before reductions

3.17% A

Expenses net of fee waivers, if any

2.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.91% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

2.30% A

Net investment income (loss)

(.64)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,053

Portfolio turnover rate G

95%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.01)

Net realized and unrealized gain (loss)

.86

Total from investment operations

.85

Net asset value, end of period

$ 10.85

Total Return B, C, D

8.50%

Ratios to Average Net Assets F, I

Expenses before reductions

3.23% A

Expenses net of fee waivers, if any

2.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.97% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

2.30% A

Net investment income (loss)

(.64)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,773

Portfolio turnover rate G

95%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Financial Highlights - 130/30 Large Cap

Period ended May 31,

2008 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

Net realized and unrealized gain (loss)

.86

Total from investment operations

.87

Net asset value, end of period

$ 10.87

Total Return B, C

8.70%

Ratios to Average Net Assets E, H

Expenses before reductions

2.21% A

Expenses net of fee waivers, if any

1.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

1.95% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.30% A

Net investment income (loss)

.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 46,821

Portfolio turnover rate F

95%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Financial Highlights - Institutional Class

Period ended May 31,

2008 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

Net realized and unrealized gain (loss)

.86

Total from investment operations

.87

Net asset value, end of period

$ 10.87

Total Return B, C

8.70%

Ratios to Average Net Assets E, H

Expenses before reductions

2.23% A

Expenses net of fee waivers, if any

1.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

1.97% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.30% A

Net investment income (loss)

.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,164

Portfolio turnover rate F

95%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2008 (Unaudited)

1. Organization.

Fidelity 130/30 Large Cap Fund (the Fund) is a fund of Fidelity Mt. Vernon 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 Class A, Class T, Class B, Class C, 130/30 Large Cap, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Long and short positions in equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price (last ask price to value short positions). Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157). SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Level 1

Quoted prices in active markets for identical securities.

Level 2

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3

Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

A summary of the inputs used as of period end date, in valuing the Fund's investments 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. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income and dividend expense on securities sold short, are recorded on the ex-dividend date except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions expected to be taken in the initial filing of the Fund's tax return.

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

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

Unrealized appreciation

$ 3,061,842

Unrealized depreciation

(735,655)

Net unrealized appreciation (depreciation)

$ 2,326,187

Cost for federal income tax purposes

$ 68,549,291

4. Operating Policies.

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

Short Sales. Consistent with its investment objective, the Fund holds long securities that it expects to outperform the market and sells securities short in issuers expected to underperform the market. The Fund intends to maintain a net long exposure (the

Semiannual Report

4. Operating Policies - continued

Short Sales - continued

market value of long positions less the market value of short positions) of 100%, normally targeting long and short positions of approximately 130% and 30% of the Fund's net assets, respectively. In a short sale transaction, the Fund sells securities it does not own, but has borrowed from a broker, in anticipation of a decline in the market value of the securities. To complete or "close out" a short sale, the Fund must purchase the same securities at the current market price and deliver them to the broker. Until the Fund closes out a short position, it is obligated to pay the broker fees incurred on borrowing the securities. The fees, which are net of rebates, are recorded as interest expense in the accompanying Statement of Operations. The Fund is required to maintain a margin account with the broker and to pledge a portion of its assets to the broker as collateral for the borrowed securities. The collateral is marked-to-market daily to reflect the current value of the short position. The Fund is subject to risk of loss if the broker were to fail to perform its obligations under the contract. Short positions are reported at value in the accompanying Schedule of Investments under the caption "Short Stock Positions" and in the accompanying Statement of Assets & Liabilities. Dividends declared on short positions are recorded as dividend expense in the accompanying Statement of Operations and the Fund is obligated to pay the broker any dividends due on securities sold short. In the event the price of a security sold short increases between the short sale and when the Fund closes out the short sale, the Fund will incur a loss. The Fund will realize a gain if the security declines in value between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are theoretically unlimited because the short position loses value as the securities' price increases. The Fund's ultimate obligation to satisfy the short sale may exceed the amount shown in the accompanying Statement of Assets & Liabilities.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies - continued

Futures Contracts - continued

reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short sales and short-term securities, aggregated $78,785,056 and $19,636,148, respectively. Securities sold short and purchases to cover securities sold short aggregated $17,900,091 and $3,994,941, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the 130/30 Large Cap Class of the Fund as compared to an appropriate benchmark index. The Fund's performance period began on April 1, 2008 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment will not take effect until March 1, 2009. For the period, the total annualized management fee rate was .85% of the Fund's average net assets.

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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 727

$ 339

Class T

.25%

.25%

1,189

687

Class B

.75%

.25%

1,533

1,508

Class C

.75%

.25%

1,717

1,568

$ 5,166

$ 4,102

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

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

Retained
by FDC

Class A

$ 4,686

Class T

900

Class B*

147

Class C*

-

$ 5,733

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

Amount

% of
Average
Net Assets
*

Class A

$ 871

.29

Class T

653

.27

Class B

402

.25

Class C

544

.31

130/30 Large Cap

9,882

.27

Institutional Class

727

.29

$ 13,079

* Annualized

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,782 for the period.

7. Expense Reductions.

Effective March 31, 2008, FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense and dividend expense on securities sold short, are excluded from this reimbursement. As a result, actual expenses paid by a shareholder may be higher than the limitations listed in the table below.

The following classes were in reimbursement during the period:

Expense
Limitations

Reimbursement
from adviser

Class A

1.55%

$ 1,977

Class T

1.80%

1,542

Class B

2.30%

964

Class C

2.30%

1,189

130/30 Large Cap

1.30%

23,740

Institutional Class

1.30%

1,719

$ 31,131

Semiannual Report

7. Expense Reductions - continued

In addition through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

130/30 Large Cap

$ 1

8. 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.

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares A

Dollars A

Period ended
May 31,
2008

Period ended
May 31,
2008

Class A

Shares sold

296,998

$ 3,101,788

Shares redeemed

(9)

(91)

Net increase (decrease)

296,989

$ 3,101,697

Class T

Shares sold

198,380

$ 2,064,069

Shares redeemed

(250)

(2,644)

Net increase (decrease)

198,130

$ 2,061,425

Class B

Shares sold

97,710

$ 989,763

Shares redeemed

(616)

(6,481)

Net increase (decrease)

97,094

$ 983,282

Class C

Shares sold

163,424

$ 1,696,339

Shares redeemed

-

-

Net increase (decrease)

163,424

$ 1,696,339

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions - continued

Shares A

Dollars A

Period ended
May 31,
2008

Period ended
May 31,
2008

130/30 Large Cap

Shares sold

4,380,217

$ 46,459,254

Shares redeemed

(72,115)

(775,290)

Net increase (decrease)

4,308,102

$ 45,683,964

Institutional Class

Shares sold

291,152

$ 3,064,441

Shares redeemed

-

-

Net increase (decrease)

291,152

$ 3,064,441

A For the period March 31, 2008, (commencement of operations) to May 31, 2008.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 130/30 Large Cap Fund

On March 20, 2008, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve 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, considered a broad range of information.

In determining whether to approve the Advisory Contracts for the fund, the Board was aware that shareholders have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, may choose to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline.

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

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians.

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge.

Investment Performance. Fidelity 130/30 Large Cap Fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index.

The Board considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders. The Board considered that the fund's performance adjustment fee is calculated based on the results of the retail class and does not take into account the performance of the Advisor classes. The Board considered FMR's belief that the retail class is the appropriate class on which to base the performance fee because: (i) the class does not have a 12b-1 fee; and (ii) distribution-related expenses should be excluded from the calculation because they are not related to evaluating an adviser's investment management skills.

Based on its review, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's proposed management fee and the projected total operating expenses of each class of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of a broad group of funds with similar Lipper investment objective categories and comparable management fee characteristics, but lower than the median fee rate of funds that follow similar investment strategies. The Board also noted FMR's assertion that managing a fund with both long and short positions requires more resources than traditional long-only funds, warranting a higher management fee than traditional long-only domestic growth funds. The Board also considered that the fund's investment strategy involves certain operating costs that contribute to the projected total operating expenses of each class.

Semiannual Report

Based on its review, the Board concluded that the fund's management fee and the projected total expenses for each class of the fund were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Economies of Scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agency fee varies in part based on the number of accounts in the fund. If the average account size increases, the overall transfer agency fee rate decreases.

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

The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

(Fidelity Investment logo)(registered trademark)

AFLC-USAN-0708
1.859219.100

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor 130/30

Large Cap

Fund - Institutional Class

Semiannual Report

May 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Institutional Class is a
class of Fidelity® 130/30
Large Cap Fund

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Summary

<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 (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Investing momentum appeared to shift back in favor of equities as we approached the mid-point of 2008, offsetting some - but not all - of the market's earlier weakness. However, the outlook for the remainder of the year was far from certain. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 31, 2008 to May 31, 2008). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (December 1, 2007 to May 31, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Investments - continued

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. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value

Ending
Account Value
May 31, 2008

Expenses Paid
During Period
March 31, 2008 to
May 31, 2008

Class A

Actual

$ 1,000.00

$ 1,086.00

$ 3.20B

HypotheticalA

$ 1,000.00

$ 1,015.95

$ 9.12C

Class T

Actual

$ 1,000.00

$ 1,086.00

$ 3.64B

HypotheticalA

$ 1,000.00

$ 1,014.70

$ 10.38C

Class B

Actual

$ 1,000.00

$ 1,085.00

$ 4.52B

HypotheticalA

$ 1,000.00

$ 1,012.20

$ 12.88C

Class C

Actual

$ 1,000.00

$ 1,085.00

$ 4.52B

HypotheticalA

$ 1,000.00

$ 1,012.20

$ 12.88C

130/30 Large Cap

Actual

$ 1,000.00

$ 1,087.00

$ 2.76B

HypotheticalA

$ 1,000.00

$ 1,017.20

$ 7.87C

Institutional Class

Actual

$ 1,000.00

$ 1,087.00

$ 2.76B

HypotheticalA

$ 1,000.00

$ 1,017.20

$ 7.87C

A 5% return per year before expenses

B Actual expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 62/366 (to reflect the period March 31, 2008 to May 31, 2008).

C Hypothetical expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class A

1.81%A

Class T

2.06%A

Class B

2.56%A

Class C

2.56%A

130/30 Large Cap

1.56%A

Institutional Class

1.56%A

Semiannual Report

Investment Summary (Unaudited)

Top Ten Long Stocks as of May 31, 2008

% of fund's
net assets

Hewlett-Packard Co.

3.7

ConocoPhillips

3.7

International Business Machines Corp.

3.3

JPMorgan Chase & Co.

2.8

Western Digital Corp.

2.3

McDonald's Corp.

2.2

Hess Corp.

2.1

State Street Corp.

2.0

Covidien Ltd.

2.0

Altria Group, Inc.

1.7

25.8

Top Ten Short Stocks as of May 31, 2008

% of fund's
net assets

Coldwater Creek, Inc.

(1.0)

Orbitz Worldwide, Inc.

(1.0)

Riverbed Technology, Inc.

(1.0)

Shaw Group, Inc.

(0.9)

F5 Networks, Inc.

(0.9)

Discovery Holding Co. Class A

(0.9)

Omnicell, Inc.

(0.9)

Healthways, Inc.

(0.9)

SAVVIS, Inc.

(0.9)

MGM Mirage, Inc.

(0.8)

(9.2)

Market Sectors as of May 31, 2008

As a % of fund's net assets

Long

Short

Net

Information Technology

18.6

(5.7)

12.9

Financials

13.4

(1.2)

12.2

Energy

12.3

(0.3)

12.0

Industrials

11.7

(2.0)

9.7

Consumer Staples

9.3

(0.3)

9.0

Health Care

11.3

(2.7)

8.6

Consumer Discretionary

15.4

(8.8)

6.6

Materials

5.4

(1.3)

4.1

Telecommunication Services

3.1

(0.4)

2.7

Utilities

5.1

(2.5)

2.6

Equity Exposure (% of fund's net assets)

As of May 31, 2008

Long equity positions* 122.7%

Short equity positions (25.2)%

Net equity positions 97.5%

*Long equity positions are adjusted to reflect the effect of future contracts.

Semiannual Report

Investments May 31, 2008 (Unaudited)

Showing Percentage of Net Assets

LONG STOCK POSITIONS (c) - 105.6%

Shares

Value

COMMON STOCKS - 105.6%

CONSUMER DISCRETIONARY - 15.4%

Automobiles - 0.5%

General Motors Corp.

17,000

$ 290,700

Diversified Consumer Services - 1.4%

Apollo Group, Inc. Class A (non-vtg.) (a)

8,000

382,320

DeVry, Inc.

7,400

422,170

804,490

Hotels, Restaurants & Leisure - 4.7%

Bally Technologies, Inc. (a)

14,000

630,140

Brinker International, Inc.

9,000

197,370

Burger King Holdings, Inc.

19,000

542,450

Denny's Corp. (a)

33,400

135,604

McDonald's Corp.

21,000

1,245,720

2,751,284

Household Durables - 0.7%

NVR, Inc. (a)

700

395,759

Internet & Catalog Retail - 1.0%

Priceline.com, Inc. (a)

4,400

591,932

Media - 1.8%

DreamWorks Animation SKG, Inc. Class A (a)

15,800

498,806

E.W. Scripps Co. Class A

3,000

141,300

News Corp. Class B

20,000

372,000

1,012,106

Specialty Retail - 0.9%

Advance Auto Parts, Inc.

4,000

161,200

AnnTaylor Stores Corp. (a)

14,000

383,320

544,520

Textiles, Apparel & Luxury Goods - 4.4%

Deckers Outdoor Corp. (a)

2,000

273,440

G-III Apparel Group Ltd. (a)

10,300

170,877

Iconix Brand Group, Inc. (a)

10,700

155,150

Movado Group, Inc.

8,000

177,600

NIKE, Inc. Class B

6,300

430,731

Phillips-Van Heusen Corp.

9,000

408,870

Skechers U.S.A., Inc. Class A (sub. vtg.) (a)

17,500

420,875

VF Corp.

6,300

476,910

Warnaco Group, Inc. (a)

700

33,733

2,548,186

TOTAL CONSUMER DISCRETIONARY

8,938,977

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

CONSUMER STAPLES - 9.3%

Beverages - 2.0%

Constellation Brands, Inc. Class A (sub. vtg.) (a)

6,000

$ 127,920

Molson Coors Brewing Co. Class B

15,800

916,400

PepsiAmericas, Inc.

5,100

124,287

1,168,607

Food & Staples Retailing - 3.9%

BJ's Wholesale Club, Inc. (a)

5,300

209,297

Kroger Co.

16,000

442,240

Nash-Finch Co.

7,000

267,680

SUPERVALU, Inc.

22,000

771,540

Wal-Mart Stores, Inc.

10,000

577,400

2,268,157

Food Products - 1.7%

Chiquita Brands International, Inc. (a)

13,000

316,420

Del Monte Foods Co.

3,500

30,485

Tyson Foods, Inc. Class A

32,000

602,880

949,785

Tobacco - 1.7%

Altria Group, Inc.

45,000

1,001,700

TOTAL CONSUMER STAPLES

5,388,249

ENERGY - 12.3%

Energy Equipment & Services - 4.7%

ENSCO International, Inc.

3,300

237,039

Helmerich & Payne, Inc.

5,000

313,250

Key Energy Services, Inc. (a)

5,000

86,300

National Oilwell Varco, Inc. (a)

6,000

499,920

Noble Corp.

9,000

568,260

Oil States International, Inc. (a)

1,900

110,998

Patterson-UTI Energy, Inc.

6,500

204,620

Pride International, Inc. (a)

3,000

131,820

Superior Energy Services, Inc. (a)

2,000

107,380

Tidewater, Inc.

7,000

478,310

2,737,897

Oil, Gas & Consumable Fuels - 7.6%

Cimarex Energy Co.

5,500

374,770

ConocoPhillips

23,000

2,141,300

Enterprise Products Partners LP

6,000

181,620

Hess Corp.

10,000

1,228,100

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Mariner Energy, Inc. (a)

3,000

$ 98,100

Stone Energy Corp. (a)

500

33,790

Valero Energy Corp.

7,000

355,880

4,413,560

TOTAL ENERGY

7,151,457

FINANCIALS - 13.4%

Capital Markets - 3.5%

Knight Capital Group, Inc. Class A (a)

17,800

317,018

Lehman Brothers Holdings, Inc.

16,100

592,641

State Street Corp.

16,000

1,152,320

2,061,979

Commercial Banks - 0.2%

Center Financial Corp., California

11,900

111,384

Consumer Finance - 0.9%

Capital One Financial Corp.

11,600

558,192

Diversified Financial Services - 3.4%

Interactive Brokers Group, Inc.

10,000

325,700

JPMorgan Chase & Co.

38,000

1,634,000

1,959,700

Insurance - 4.2%

ACE Ltd.

8,000

480,560

Allied World Assurance Co. Holdings Ltd.

5,300

241,680

Aspen Insurance Holdings Ltd.

10,000

255,600

Assurant, Inc.

3,900

265,317

Axis Capital Holdings Ltd.

6,600

231,330

Berkshire Hathaway, Inc. Class B (a)

100

449,800

Everest Re Group Ltd.

1,600

140,352

MetLife, Inc.

6,000

360,180

2,424,819

Real Estate Investment Trusts - 1.2%

Annaly Capital Management, Inc.

37,900

674,999

TOTAL FINANCIALS

7,791,073

HEALTH CARE - 11.3%

Biotechnology - 1.1%

Biogen Idec, Inc. (a)

10,000

627,500

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - 4.5%

Boston Scientific Corp. (a)

35,000

$ 465,150

Covidien Ltd.

23,000

1,152,070

Exactech, Inc. (a)

12,000

319,080

Hill-Rom Holdings, Inc.

5,000

153,750

Orthofix International NV (a)

8,000

260,320

Zoll Medical Corp. (a)

8,000

290,000

2,640,370

Health Care Providers & Services - 1.5%

Centene Corp. (a)

1,062

22,419

Humana, Inc. (a)

8,000

408,400

ResCare, Inc. (a)

8,600

164,002

Universal Health Services, Inc. Class B

4,000

260,000

854,821

Life Sciences Tools & Services - 2.0%

Charles River Laboratories International, Inc. (a)

2,000

128,560

Invitrogen Corp. (a)

8,000

367,680

PerkinElmer, Inc.

9,000

254,520

Thermo Fisher Scientific, Inc. (a)

7,100

419,042

1,169,802

Pharmaceuticals - 2.2%

Endo Pharmaceuticals Holdings, Inc. (a)

12,700

312,928

Perrigo Co.

3,100

113,491

Sciele Pharma, Inc. (a)

6,000

131,460

Wyeth

17,000

755,990

1,313,869

TOTAL HEALTH CARE

6,606,362

INDUSTRIALS - 11.7%

Aerospace & Defense - 3.5%

Goodrich Corp.

5,000

324,050

L-3 Communications Holdings, Inc.

1,200

128,868

Northrop Grumman Corp.

5,400

407,484

Raytheon Co.

5,600

357,616

The Boeing Co.

10,000

827,700

2,045,718

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

INDUSTRIALS - continued

Building Products - 0.4%

Armstrong World Industries, Inc.

4,000

$ 129,920

Lennox International, Inc.

4,100

132,102

262,022

Commercial Services & Supplies - 3.1%

Allied Waste Industries, Inc. (a)

10,400

140,088

CBIZ, Inc. (a)

5,200

44,304

CDI Corp.

1,700

48,450

Manpower, Inc.

11,000

693,000

R.R. Donnelley & Sons Co.

16,300

535,129

The Brink's Co.

4,400

318,912

1,779,883

Construction & Engineering - 0.6%

KBR, Inc.

10,000

347,100

Industrial Conglomerates - 0.9%

Tyco International Ltd.

11,500

519,685

Machinery - 2.3%

Flowserve Corp.

4,200

581,784

Ingersoll-Rand Co. Ltd. Class A

5,000

220,200

SPX Corp.

4,000

531,520

1,333,504

Marine - 0.3%

Alexander & Baldwin, Inc.

3,000

154,410

Road & Rail - 0.6%

Ryder System, Inc.

4,000

293,720

YRC Worldwide, Inc. (a)

3,100

54,126

347,846

TOTAL INDUSTRIALS

6,790,168

INFORMATION TECHNOLOGY - 18.6%

Communications Equipment - 0.2%

Cisco Systems, Inc. (a)

5,000

133,600

Computers & Peripherals - 10.6%

Apple, Inc. (a)

4,000

755,000

Hewlett-Packard Co.

46,000

2,164,760

International Business Machines Corp.

15,000

1,941,450

Western Digital Corp. (a)

35,000

1,313,550

6,174,760

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - 2.3%

Avnet, Inc. (a)

10,000

$ 295,200

Flextronics International Ltd. (a)

15,000

160,650

SYNNEX Corp. (a)

4,000

99,400

Tyco Electronics Ltd.

20,000

802,400

1,357,650

IT Services - 2.2%

Affiliated Computer Services, Inc. Class A (a)

10,000

542,000

MasterCard, Inc. Class A

1,500

462,975

MPS Group, Inc. (a)

15,000

172,200

Perot Systems Corp. Class A (a)

5,000

82,600

1,259,775

Semiconductors & Semiconductor Equipment - 0.5%

Entegris, Inc. (a)

5,000

38,450

Skyworks Solutions, Inc. (a)

25,000

258,250

296,700

Software - 2.8%

Sybase, Inc. (a)

20,000

640,400

Symantec Corp. (a)

25,000

543,250

Synopsys, Inc. (a)

15,800

416,330

1,599,980

TOTAL INFORMATION TECHNOLOGY

10,822,465

MATERIALS - 5.4%

Chemicals - 2.5%

CF Industries Holdings, Inc.

3,200

438,080

Terra Industries, Inc.

12,000

523,560

The Mosaic Co. (a)

4,000

501,280

1,462,920

Metals & Mining - 2.9%

Compass Minerals International, Inc.

1,000

73,000

Freeport-McMoRan Copper & Gold, Inc. Class B

6,500

752,115

Reliance Steel & Aluminum Co.

3,000

203,910

Steel Dynamics, Inc.

3,000

108,300

United States Steel Corp.

3,200

552,672

1,689,997

TOTAL MATERIALS

3,152,917

LONG STOCK POSITIONS (c) - CONTINUED

Shares

Value

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 3.1%

AT&T, Inc.

24,700

$ 985,530

Atlantic Tele-Network, Inc.

14,000

419,440

Verizon Communications, Inc.

11,000

423,170

1,828,140

UTILITIES - 5.1%

Electric Utilities - 0.8%

Entergy Corp.

4,000

483,080

Gas Utilities - 1.4%

Energen Corp.

300

22,485

Questar Corp.

12,000

770,640

793,125

Independent Power Producers & Energy Traders - 0.8%

NRG Energy, Inc. (a)

11,000

457,490

Multi-Utilities - 2.1%

CMS Energy Corp.

32,000

498,880

Public Service Enterprise Group, Inc.

17,000

752,420

1,251,300

TOTAL UTILITIES

2,984,995

TOTAL COMMON STOCKS

(Cost $59,086,840)

61,454,803

TOTAL LONG STOCK POSITIONS - 105.6%

(Cost $59,086,840)

61,454,803

U.S. Treasury Obligations - 0.9%

Principal Amount

U.S. Treasury Bills, yield at date of purchase 1.05% to 1.92% 7/3/08 to 8/7/08 (b)
(Cost $498,399)

$ 500,000

498,675

Cash Equivalents - 15.3%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 2.15%, dated 5/30/08 due 6/2/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $8,922,000)

$ 8,923,602

$ 8,922,000

TOTAL INVESTMENT PORTFOLIO - 121.8%

(Cost $68,507,239)

70,875,478

TOTAL SECURITIES SOLD SHORT - (25.2)%

(Proceeds $13,802,703)

(14,646,450)

NET OTHER ASSETS - 3.4%

1,959,928

NET ASSETS - 100%

$ 58,188,956

SHORT STOCK POSITIONS - (25.2)%

Shares

COMMON STOCKS - (25.2)%

CONSUMER DISCRETIONARY - (8.8)%

Diversified Consumer Services - (0.5)%

ITT Educational Services, Inc.

(4,000)

(290,520)

Hotels, Restaurants & Leisure - (2.3)%

Las Vegas Sands Corp.

(2,000)

(138,880)

MGM Mirage, Inc.

(10,000)

(492,100)

Starbucks Corp.

(18,000)

(327,420)

Wynn Resorts Ltd.

(4,000)

(400,120)

(1,358,520)

Internet & Catalog Retail - (1.6)%

Amazon.com, Inc.

(4,000)

(326,480)

GSI Commerce, Inc.

(4,000)

(57,960)

Orbitz Worldwide, Inc.

(74,000)

(574,240)

(958,680)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

CONSUMER DISCRETIONARY - continued

Media - (1.6)%

Arbitron, Inc.

(7,000)

$ (349,020)

Discovery Holding Co. Class A

(20,000)

(523,800)

Dolan Media Co.

(2,000)

(37,200)

(910,020)

Multiline Retail - (0.4)%

Kohl's Corp.

(6,000)

(268,800)

Specialty Retail - (1.5)%

Coldwater Creek, Inc.

(92,000)

(601,680)

Ulta Salon, Cosmetics & Fragrance, Inc.

(18,000)

(256,680)

(858,360)

Textiles, Apparel & Luxury Goods - (0.9)%

K-Swiss, Inc. Class A

(22,000)

(352,440)

Kenneth Cole Productions, Inc. Class A (sub. vtg.)

(10,000)

(156,000)

(508,440)

TOTAL CONSUMER DISCRETIONARY

(5,153,340)

CONSUMER STAPLES - (0.3)%

Food Products - (0.3)%

Hershey Co.

(4,000)

(156,760)

ENERGY - (0.3)%

Oil, Gas & Consumable Fuels - (0.3)%

CNX Gas Corp.

(1,000)

(41,590)

Rex Energy Corp.

(5,000)

(111,800)

(153,390)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

FINANCIALS - (1.2)%

Capital Markets - (0.3)%

Merrill Lynch & Co., Inc.

(4,000)

$ (175,680)

Commercial Banks - (0.3)%

City National Corp.

(4,000)

(193,600)

Diversified Financial Services - (0.2)%

Citigroup, Inc.

(4,000)

(87,560)

Insurance - (0.4)%

Stewart Information Services Corp.

(10,000)

(236,500)

TOTAL FINANCIALS

(693,340)

HEALTH CARE - (2.7)%

Biotechnology - (0.5)%

CV Therapeutics, Inc.

(30,000)

(264,900)

Health Care Equipment & Supplies - (0.5)%

Hologic, Inc.

(11,000)

(264,330)

Health Care Providers & Services - (0.9)%

Healthways, Inc.

(16,000)

(516,800)

Health Care Technology - (0.9)%

Omnicell, Inc.

(39,000)

(517,920)

TOTAL HEALTH CARE

(1,563,950)

INDUSTRIALS - (2.0)%

Commercial Services & Supplies - (0.6)%

Healthcare Services Group, Inc.

(20,000)

(352,800)

Construction & Engineering - (0.9)%

Shaw Group, Inc.

(9,000)

(549,000)

Machinery - (0.5)%

Graco, Inc.

(7,000)

(282,940)

TOTAL INDUSTRIALS

(1,184,740)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

INFORMATION TECHNOLOGY - (5.7)%

Communications Equipment - (2.7)%

Blue Coat Systems, Inc.

(7,000)

$ (126,840)

F5 Networks, Inc.

(18,000)

(540,900)

MasTec, Inc.

(7,000)

(82,530)

Motorola, Inc.

(30,000)

(279,900)

Riverbed Technology, Inc.

(31,000)

(556,450)

(1,586,620)

Internet Software & Services - (0.9)%

comScore, Inc.

(2,000)

(49,000)

SAVVIS, Inc.

(30,000)

(500,400)

(549,400)

Semiconductors & Semiconductor Equipment - (2.0)%

Advanced Micro Devices, Inc.

(22,000)

(151,360)

Fairchild Semiconductor International, Inc.

(20,000)

(300,000)

Marvell Technology Group Ltd.

(25,000)

(434,000)

Rubicon Technology, Inc.

(12,000)

(274,440)

(1,159,800)

TOTAL INFORMATION TECHNOLOGY

(3,295,820)

MATERIALS - (1.3)%

Metals & Mining - (0.9)%

Allegheny Technologies, Inc.

(2,000)

(150,000)

Titanium Metals Corp.

(20,000)

(348,000)

(498,000)

Paper & Forest Products - (0.4)%

Weyerhaeuser Co.

(4,000)

(249,320)

TOTAL MATERIALS

(747,320)

SHORT STOCK POSITIONS - CONTINUED

Shares

Value

TELECOMMUNICATION SERVICES - (0.4)%

Wireless Telecommunication Services - (0.4)%

MetroPCS Communications, Inc.

(12,000)

$ (254,880)

UTILITIES - (2.5)%

Electric Utilities - (1.1)%

Pinnacle West Capital Corp.

(10,000)

(337,800)

Progress Energy, Inc.

(7,000)

(299,320)

(637,120)

Multi-Utilities - (1.4)%

Ameren Corp.

(5,000)

(227,250)

Consolidated Edison, Inc.

(7,000)

(289,100)

NiSource, Inc.

(16,000)

(289,440)

(805,790)

TOTAL UTILITIES

(1,442,910)

TOTAL SHORT STOCK POSITIONS - (25.2)%

(Proceeds $13,802,703)

$ (14,646,450)

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

142 S&P 500 E-Mini Index Contracts

June 2008

$ 9,944,260

$ 63,338

The face value of futures purchased as a percentage of net assets - 17.1%

Legend

(a) Non-income producing

(b) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $399,021.

(c) Securities are pledged with broker as collateral for securities sold short.

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

Repurchase Agreement / Counterparty

Value

$8,922,000 due 6/2/08 at 2.15%

BNP Paribas Securities Corp.

$ 1,941,644

Banc of America Securities LLC

580,129

Barclays Capital, Inc.

11,603

Deutsche Bank Securities, Inc.

2,088,465

Dresdner Kleinwort Securities LLC

2,842,632

Merrill Lynch Government Securities, Inc.

1,457,527

$ 8,922,000

Other Information

The following is a summary of the inputs used, as of May 31, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in securities

$ 70,875,478

$ 70,875,478

$ -

$ -

Other Financial Instruments*

$ (14,583,112)

$ (14,583,112)

$ -

$ -

* Other financial instruments include Futures Contracts and Short Positions.

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

$ 877

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

May 31, 2008 (Unaudited)

Assets

Investment in securities, at value
(including repurchase agreements of $8,922,000) - See accompanying schedule:

Unaffiliated issuers (cost $68,507,239)

$ 70,875,478

Cash

2,248

Receivable for investments sold

3,436

Receivable for fund shares sold

1,938,519

Dividends receivable

61,326

Receivable for daily variation on futures contracts

18,986

Prepaid expenses

69,739

Receivable from investment adviser for expense reductions

20,596

Total assets

72,990,328

Liabilities

Securities sold short at value (proceeds $13,802,703)

$ 14,646,450

Dividend expense payable on securities sold short

4,790

Payable for fund shares redeemed

7,254

Accrued management fee

29,676

Distribution fees payable

3,080

Other affiliated payables

11,165

Other payables and accrued expenses

98,957

Total liabilities

14,801,372

Net Assets

$ 58,188,956

Net Assets consist of:

Paid in capital

$ 56,591,148

Undistributed net investment income

12,657

Accumulated undistributed net realized gain (loss) on investments

(2,679)

Net unrealized appreciation (depreciation) on investments

1,587,830

Net Assets

$ 58,188,956

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

May 31, 2008 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($3,226,111 ÷ 296,989 shares)

$ 10.86

Maximum offering price per share (100/94.25 of $10.86)

$ 11.52

Class T:
Net Asset Value
and redemption price per share ($2,151,262 ÷ 198,130 shares)

$ 10.86

Maximum offering price per share (100/96.50 of $10.86)

$ 11.25

Class B:
Net Asset Value
and offering price per share ($1,053,263 ÷ 97,094 shares)A

$ 10.85

Class C:
Net Asset Value
and offering price per share ($1,772,876 ÷ 163,424 shares)A

$ 10.85

130/30 Large Cap:
Net Asset Value
, offering price and redemption price per share ($46,821,331 ÷ 4,308,102 shares)

$ 10.87

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,164,113 ÷ 291,152 shares)

$ 10.87

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

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

Semiannual Report

Statement of Operations

For the period March 31, 2008 (commencement of operations) to May 31, 2008 (Unaudited)

Investment Income

Dividends

$ 75,961

Interest

15,431

Income from Fidelity Central Funds

877

Total income

92,269

Expenses

Management fee

$ 40,221

Transfer agent fees

13,079

Distribution fees

5,166

Accounting fees and expenses

2,310

Custodian fees and expenses

3,600

Independent trustees' compensation

7

Registration fees

22,385

Audit

11,679

Interest

4,607

Dividend expenses for securities sold short

7,690

Total expenses before reductions

110,744

Expense reductions

(31,132)

79,612

Net investment income (loss)

12,657

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(61,169)

Futures contracts

(43,957)

Securities sold short

102,447

Total net realized gain (loss)

(2,679)

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,524,492

Futures contracts

63,338

Total change in net unrealized appreciation (depreciation)

1,587,830

Net gain (loss)

1,585,151

Net increase (decrease) in net assets resulting from operations

$ 1,597,808

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

For the period
March 31, 2008 (commencement
of operations) to
May 31, 2008
(Unaudited)

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 12,657

Net realized gain (loss)

(2,679)

Change in net unrealized appreciation (depreciation)

1,587,830

Net in net assets resulting from operations

1,597,808

Share transactions - net increase (decrease)

56,591,148

Total increase (decrease) in net assets

58,188,956

Net Assets

Beginning of period

-

End of period (including undistributed net investment income
of $12,657)

$ 58,188,956

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

Semiannual Report

Statement of Cash Flows

For the period March 31, 2008 (commencement of operations) to May 31, 2008 (Unaudited)

Cash flows from operating activities:

Net increase in net assets resulting from operations

$ 1,597,808

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

Changes in assets and liabilities related to operations:

Change in receivable for investments sold

(3,436)

Change in receivable for fund shares sold

(1,938,519)

Change in dividends receivable

(61,326)

Change in prepaid expenses

(69,739)

Change in receivable for daily variation on futures contracts

(18,986)

Change in receivable from investment advisor for expense reductions

(20,596)

Change in dividend expense payable on securities sold short

4,790

Change in payable for fund shares redeemed

7,254

Change in other payables and accrued expenses

142,878

Purchases of long term investments

(78,785,056)

Proceeds from sale of long term investments

19,636,148

Purchase of short term investments-net

(9,419,500)

Purchases of covers for securities sold short

(3,994,941)

Proceeds from securities sold short

17,900,091

Net realized gain on investments and securities sold short

(41,278)

Change in unrealized (appreciation) depreciation on investments and securities sold short

(1,524,492)

Net cash used in operating activities

(56,588,900)

Cash flows from financing activities:

Proceeds from sales of shares

57,375,654

Cost of shares redeemed

(784,506)

Net cash provided by financing activities

56,591,148

Net increase in cash and cash equivalents

2,248

Cash, beginning of period

-

Cash, end of period

$ 2,248

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

Semiannual Report

Financial Highlights - Class A

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

- J

Net realized and unrealized gain (loss)

.86

Total from investment operations

.86

Net asset value, end of period

$ 10.86

Total Return B, C, D

8.60%

Ratios to Average Net Assets F, I

Expenses before reductions

2.48% A

Expenses net of fee waivers, if any

1.81% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.22% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.55% A

Net investment income (loss)

.12% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,226

Portfolio turnover rate G

95%

A Annualized

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

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

D Total returns do not include the effect of the sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

- J

Net realized and unrealized gain (loss)

.86

Total from investment operations

.86

Net asset value, end of period

$ 10.86

Total Return B, C, D

8.60%

Ratios to Average Net Assets F, I

Expenses before reductions

2.69% A

Expenses net of fee waivers, if any

2.06% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.43% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.80% A

Net investment income (loss)

(.14)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,151

Portfolio turnover rate G

95%

A Annualized

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

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

D Total returns do not include the effect of the sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.01)

Net realized and unrealized gain (loss)

.86

Total from investment operations

.85

Net asset value, end of period

$ 10.85

Total Return B, C, D

8.50%

Ratios to Average Net Assets F, I

Expenses before reductions

3.17% A

Expenses net of fee waivers, if any

2.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.91% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

2.30% A

Net investment income (loss)

(.64)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,053

Portfolio turnover rate G

95%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

Period ended May 31,

2008 H

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.01)

Net realized and unrealized gain (loss)

.86

Total from investment operations

.85

Net asset value, end of period

$ 10.85

Total Return B, C, D

8.50%

Ratios to Average Net Assets F, I

Expenses before reductions

3.23% A

Expenses net of fee waivers, if any

2.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

2.97% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

2.30% A

Net investment income (loss)

(.64)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,773

Portfolio turnover rate G

95%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Financial Highlights - 130/30 Large Cap

Period ended May 31,

2008 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

Net realized and unrealized gain (loss)

.86

Total from investment operations

.87

Net asset value, end of period

$ 10.87

Total Return B, C

8.70%

Ratios to Average Net Assets E, H

Expenses before reductions

2.21% A

Expenses net of fee waivers, if any

1.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

1.95% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.30% A

Net investment income (loss)

.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 46,821

Portfolio turnover rate F

95%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Financial Highlights - Institutional Class

Period ended May 31,

2008 G

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.01

Net realized and unrealized gain (loss)

.86

Total from investment operations

.87

Net asset value, end of period

$ 10.87

Total Return B, C

8.70%

Ratios to Average Net Assets E, H

Expenses before reductions

2.23% A

Expenses net of fee waivers, if any

1.56% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

1.97% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

1.30% A

Net investment income (loss)

.38% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,164

Portfolio turnover rate F

95%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to May 31, 2008.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2008 (Unaudited)

1. Organization.

Fidelity 130/30 Large Cap Fund (the Fund) is a fund of Fidelity Mt. Vernon 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 Class A, Class T, Class B, Class C, 130/30 Large Cap, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Long and short positions in equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price (last ask price to value short positions). Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157). SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Level 1

Quoted prices in active markets for identical securities.

Level 2

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3

Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

A summary of the inputs used as of period end date, in valuing the Fund's investments 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. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income and dividend expense on securities sold short, are recorded on the ex-dividend date except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions expected to be taken in the initial filing of the Fund's tax return.

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

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

Unrealized appreciation

$ 3,061,842

Unrealized depreciation

(735,655)

Net unrealized appreciation (depreciation)

$ 2,326,187

Cost for federal income tax purposes

$ 68,549,291

4. Operating Policies.

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

Short Sales. Consistent with its investment objective, the Fund holds long securities that it expects to outperform the market and sells securities short in issuers expected to underperform the market. The Fund intends to maintain a net long exposure (the

Semiannual Report

4. Operating Policies - continued

Short Sales - continued

market value of long positions less the market value of short positions) of 100%, normally targeting long and short positions of approximately 130% and 30% of the Fund's net assets, respectively. In a short sale transaction, the Fund sells securities it does not own, but has borrowed from a broker, in anticipation of a decline in the market value of the securities. To complete or "close out" a short sale, the Fund must purchase the same securities at the current market price and deliver them to the broker. Until the Fund closes out a short position, it is obligated to pay the broker fees incurred on borrowing the securities. The fees, which are net of rebates, are recorded as interest expense in the accompanying Statement of Operations. The Fund is required to maintain a margin account with the broker and to pledge a portion of its assets to the broker as collateral for the borrowed securities. The collateral is marked-to-market daily to reflect the current value of the short position. The Fund is subject to risk of loss if the broker were to fail to perform its obligations under the contract. Short positions are reported at value in the accompanying Schedule of Investments under the caption "Short Stock Positions" and in the accompanying Statement of Assets & Liabilities. Dividends declared on short positions are recorded as dividend expense in the accompanying Statement of Operations and the Fund is obligated to pay the broker any dividends due on securities sold short. In the event the price of a security sold short increases between the short sale and when the Fund closes out the short sale, the Fund will incur a loss. The Fund will realize a gain if the security declines in value between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are theoretically unlimited because the short position loses value as the securities' price increases. The Fund's ultimate obligation to satisfy the short sale may exceed the amount shown in the accompanying Statement of Assets & Liabilities.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies - continued

Futures Contracts - continued

reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short sales and short-term securities, aggregated $78,785,056 and $19,636,148, respectively. Securities sold short and purchases to cover securities sold short aggregated $17,900,091 and $3,994,941, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over the performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the 130/30 Large Cap Class of the Fund as compared to an appropriate benchmark index. The Fund's performance period began on April 1, 2008 and subsequent months will be added until the performance period includes 36 months. The Fund's performance adjustment will not take effect until March 1, 2009. For the period, the total annualized management fee rate was .85% of the Fund's average net assets.

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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 727

$ 339

Class T

.25%

.25%

1,189

687

Class B

.75%

.25%

1,533

1,508

Class C

.75%

.25%

1,717

1,568

$ 5,166

$ 4,102

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

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

Retained
by FDC

Class A

$ 4,686

Class T

900

Class B*

147

Class C*

-

$ 5,733

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

Amount

% of
Average
Net Assets
*

Class A

$ 871

.29

Class T

653

.27

Class B

402

.25

Class C

544

.31

130/30 Large Cap

9,882

.27

Institutional Class

727

.29

$ 13,079

* Annualized

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,782 for the period.

7. Expense Reductions.

Effective March 31, 2008, FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense and dividend expense on securities sold short, are excluded from this reimbursement. As a result, actual expenses paid by a shareholder may be higher than the limitations listed in the table below.

The following classes were in reimbursement during the period:

Expense
Limitations

Reimbursement
from adviser

Class A

1.55%

$ 1,977

Class T

1.80%

1,542

Class B

2.30%

964

Class C

2.30%

1,189

130/30 Large Cap

1.30%

23,740

Institutional Class

1.30%

1,719

$ 31,131

Semiannual Report

7. Expense Reductions - continued

In addition through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

130/30 Large Cap

$ 1

8. 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.

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares A

Dollars A

Period ended
May 31,
2008

Period ended
May 31,
2008

Class A

Shares sold

296,998

$ 3,101,788

Shares redeemed

(9)

(91)

Net increase (decrease)

296,989

$ 3,101,697

Class T

Shares sold

198,380

$ 2,064,069

Shares redeemed

(250)

(2,644)

Net increase (decrease)

198,130

$ 2,061,425

Class B

Shares sold

97,710

$ 989,763

Shares redeemed

(616)

(6,481)

Net increase (decrease)

97,094

$ 983,282

Class C

Shares sold

163,424

$ 1,696,339

Shares redeemed

-

-

Net increase (decrease)

163,424

$ 1,696,339

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions - continued

Shares A

Dollars A

Period ended
May 31,
2008

Period ended
May 31,
2008

130/30 Large Cap

Shares sold

4,380,217

$ 46,459,254

Shares redeemed

(72,115)

(775,290)

Net increase (decrease)

4,308,102

$ 45,683,964

Institutional Class

Shares sold

291,152

$ 3,064,441

Shares redeemed

-

-

Net increase (decrease)

291,152

$ 3,064,441

A For the period March 31, 2008, (commencement of operations) to May 31, 2008.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 130/30 Large Cap Fund

On March 20, 2008, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve 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, considered a broad range of information.

In determining whether to approve the Advisory Contracts for the fund, the Board was aware that shareholders have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, may choose to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline.

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

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians.

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge.

Investment Performance. Fidelity 130/30 Large Cap Fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. Once the fund has been in operation for at least one calendar year, the Board will review the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a broad-based securities market index.

The Board considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders. The Board considered that the fund's performance adjustment fee is calculated based on the results of the retail class and does not take into account the performance of the Advisor classes. The Board considered FMR's belief that the retail class is the appropriate class on which to base the performance fee because: (i) the class does not have a 12b-1 fee; and (ii) distribution-related expenses should be excluded from the calculation because they are not related to evaluating an adviser's investment management skills.

Based on its review, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's proposed management fee and the projected total operating expenses of each class of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is higher than the median fee rate of a broad group of funds with similar Lipper investment objective categories and comparable management fee characteristics, but lower than the median fee rate of funds that follow similar investment strategies. The Board also noted FMR's assertion that managing a fund with both long and short positions requires more resources than traditional long-only funds, warranting a higher management fee than traditional long-only domestic growth funds. The Board also considered that the fund's investment strategy involves certain operating costs that contribute to the projected total operating expenses of each class.

Semiannual Report

Based on its review, the Board concluded that the fund's management fee and the projected total expenses for each class of the fund were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Economies of Scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agency fee varies in part based on the number of accounts in the fund. If the average account size increases, the overall transfer agency fee rate decreases.

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

The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

(Fidelity Investment logo)(registered trademark)

AFLCI-USAN-0708
1.859209.100

Fidelity®

Aggressive Growth

Fund -
Aggressive Growth
Class K

Semiannual Report

May 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Investing momentum appeared to shift back in favor of equities as we approached the mid-point of 2008, offsetting some - but not all - of the market's earlier weakness. However, the outlook for the remainder of the year was far from certain. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2007 to May 31, 2008) for Aggressive Growth and for the entire period (May 9, 2008 to May 31, 2008) for Class K. The hypothetical expense Example is based on an investment of $1,000 invested for the one half year period (December 1, 2007 to May 31, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Investments - continued

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. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value

Ending
Account Value
May 31, 2008

Expenses Paid
During Period

Aggressive Growth

Actual

$ 1,000.00

$ 919.10

$ 4.13 B

Hypothetical A

$ 1,000.00

$ 1,020.70

$ 4.34 C

Class K

Actual

$ 1,000.00

$ 1,035.60

$ .40 B

HypotheticalA

$ 1,000.00

$ 1,021.90

$ 3.13 C

A 5% return per year before expenses

B Actual expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period) for Aggressive Growth and multiplied by 23/366 (to reflect the period May 9, 2008 to May 31, 2008) for Class K.

C Hypothetical expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Aggressive Growth

.86%

Class K

.62%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

St. Jude Medical, Inc.

5.5

8.0

NuVasive, Inc.

4.7

4.1

Omniture, Inc.

4.0

1.6

ArthroCare Corp.

3.8

2.0

Indiabulls Real Estate Ltd.

3.4

3.2

Alnylam Pharmaceuticals, Inc.

2.9

2.9

Visa, Inc.

2.3

0.0

National Oilwell Varco, Inc.

2.1

0.0

Weatherford International Ltd.

2.1

0.0

Research In Motion Ltd.

2.1

0.0

32.9

Top Five Market Sectors as of May 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Health Care

31.4

34.7

Information Technology

20.3

24.1

Industrials

13.8

11.4

Energy

13.4

9.3

Financials

8.5

15.0

Asset Allocation (% of fund's net assets)

As of May 31, 2008 *

As of November 30, 2007 **

Stocks 98.5%

Stocks 100.4%

Short-Term
Investments and
Net Other Assets 1.5%

Short-Term
Investments and
Net Other Assets (dagger) (0.4)%

* Foreign investments

19.2%

** Foreign investments

18.7%

* Short-Term Investments and Net Other Assets are not included in the pie chart.

Semiannual Report

Investments May 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.5%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 3.2%

Specialty Retail - 2.1%

Urban Outfitters, Inc. (a)(d)

1,030,300

$ 33,165

Zumiez, Inc. (a)(d)(e)

1,555,747

32,608

65,773

Textiles, Apparel & Luxury Goods - 1.1%

Polo Ralph Lauren Corp. Class A

487,820

34,074

TOTAL CONSUMER DISCRETIONARY

99,847

CONSUMER STAPLES - 0.5%

Food & Staples Retailing - 0.5%

X5 Retail Group NV GDR (Reg. S) (a)

439,100

16,247

ENERGY - 13.4%

Energy Equipment & Services - 6.7%

FMC Technologies, Inc. (a)

431,500

31,003

National Oilwell Varco, Inc. (a)

780,900

65,065

Noble Corp.

489,500

30,907

Petroleum Geo-Services ASA

558,400

16,446

Weatherford International Ltd. (a)

1,414,200

64,530

207,951

Oil, Gas & Consumable Fuels - 6.7%

Chesapeake Energy Corp.

567,000

31,055

CONSOL Energy, Inc.

360,512

35,172

Denbury Resources, Inc. (a)

890,535

30,305

Gulfport Energy Corp. (a)

1,998,294

30,394

Peabody Energy Corp.

466,802

34,506

Petrobank Energy & Resources Ltd. (a)

297,220

17,172

Range Resources Corp.

418,556

27,524

206,128

TOTAL ENERGY

414,079

FINANCIALS - 8.5%

Diversified Financial Services - 5.1%

Bovespa Holding SA

3,764,000

61,974

Heckmann Corp. (a)(d)

1,952,000

16,807

JSE Ltd.

3,555,298

33,473

MarketAxess Holdings, Inc. (a)

1,545,120

12,083

MSCI, Inc. Class A

951,970

33,843

158,180

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - 3.4%

Indiabulls Real Estate Ltd.

7,560,167

$ 86,594

Indiabulls Real Estate Ltd. (Reg. S) unit (a)

1,668,558

19,112

105,706

TOTAL FINANCIALS

263,886

HEALTH CARE - 31.4%

Biotechnology - 6.5%

Alnylam Pharmaceuticals, Inc. (a)(d)(e)

3,134,541

90,526

Amylin Pharmaceuticals, Inc. (a)(d)

1,048,032

33,296

BioMarin Pharmaceutical, Inc. (a)

780,370

29,787

CytRx Corp. (d)

4,156,583

3,658

Isis Pharmaceuticals, Inc. (a)(d)

2,804,649

39,658

RXi Pharmaceuticals Corp. (d)

462,761

4,480

201,405

Health Care Equipment & Supplies - 18.7%

ArthroCare Corp. (a)(d)(e)

2,658,403

117,262

Conceptus, Inc. (a)(d)(e)

1,679,368

31,874

Cyberonics, Inc. (a)(d)(e)

2,731,000

48,421

Masimo Corp.

1,107,421

38,272

NuVasive, Inc. (a)(d)(e)

3,447,289

145,924

St. Jude Medical, Inc. (a)

4,176,516

170,190

TranS1, Inc. (d)(e)

1,987,859

28,188

580,131

Health Care Providers & Services - 2.2%

athenahealth, Inc. (d)

646,038

20,460

Express Scripts, Inc. (a)

658,312

47,471

67,931

Health Care Technology - 1.5%

MedAssets, Inc. (e)

2,557,090

45,670

Life Sciences Tools & Services - 2.5%

AMAG Pharmaceuticals, Inc. (d)(e)

1,193,912

47,756

QIAGEN NV (a)

1,462,400

29,116

76,872

TOTAL HEALTH CARE

972,009

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 13.8%

Air Freight & Logistics - 1.2%

UTI Worldwide, Inc.

1,589,500

$ 37,767

Commercial Services & Supplies - 4.0%

CoStar Group, Inc. (a)(d)

524,276

24,589

EnergySolutions, Inc.

724,400

18,400

IHS, Inc. Class A (a)

465,773

27,741

Stericycle, Inc. (a)

927,200

54,056

124,786

Construction & Engineering - 0.9%

Quanta Services, Inc. (a)

823,213

26,376

Electrical Equipment - 0.3%

Ocean Power Technologies, Inc. (e)

1,007,757

9,191

Industrial Conglomerates - 1.6%

McDermott International, Inc. (a)

780,900

48,439

Machinery - 1.5%

Flowserve Corp.

341,600

47,318

Marine - 1.1%

Ultrapetrol (Bahamas) Ltd. (a)(e)

2,269,282

34,561

Road & Rail - 3.2%

Landstar System, Inc.

1,121,650

62,498

Union Pacific Corp.

439,000

36,134

98,632

TOTAL INDUSTRIALS

427,070

INFORMATION TECHNOLOGY - 20.3%

Communications Equipment - 4.4%

Infinera Corp. (d)

744,309

10,629

Juniper Networks, Inc. (a)

2,147,000

59,085

Research In Motion Ltd. (a)

463,400

64,352

134,066

Internet Software & Services - 4.0%

Omniture, Inc. (a)(d)(e)

4,982,769

122,825

IT Services - 3.9%

MasterCard, Inc. Class A (d)

165,901

51,205

Visa, Inc.

809,900

69,943

121,148

Semiconductors & Semiconductor Equipment - 6.0%

Cavium Networks, Inc.

1,686,064

43,939

Hittite Microwave Corp. (a)

735,832

29,396

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

KLA-Tencor Corp. (d)

701,800

$ 32,367

Lam Research Corp. (a)

804,675

32,750

NVIDIA Corp. (a)

1,952,074

48,216

186,668

Software - 2.0%

Activision, Inc. (a)

974,900

32,903

Concur Technologies, Inc. (a)(d)

800,700

29,362

62,265

TOTAL INFORMATION TECHNOLOGY

626,972

MATERIALS - 7.4%

Metals & Mining - 7.4%

Aquarius Platinum Ltd. (Australia)

1,863,829

30,285

Central African Mining & Exploration Co. PLC (a)

13,149,700

14,847

Century Aluminum Co. (a)(d)

449,800

32,835

Nucor Corp.

404,463

30,254

Silver Wheaton Corp. (a)

976,000

14,176

Steel Dynamics, Inc.

894,900

32,306

Timminco Ltd. (a)(d)

1,366,500

41,951

United States Steel Corp.

195,100

33,696

230,350

TOTAL COMMON STOCKS

(Cost $2,876,331)

3,050,460

Money Market Funds - 10.9%

Fidelity Cash Central Fund, 2.44% (b)

74,963,841

74,964

Fidelity Securities Lending Cash Central Fund, 2.42% (b)(c)

264,349,633

264,350

TOTAL MONEY MARKET FUNDS

(Cost $339,314)

339,314

TOTAL INVESTMENT PORTFOLIO - 109.4%

(Cost $3,215,645)

3,389,774

NET OTHER ASSETS - (9.4)%

(291,964)

NET ASSETS - 100%

$ 3,097,810

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 746

Fidelity Securities Lending Cash Central Fund

3,525

Total

$ 4,271

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Alnylam Pharmaceuticals, Inc.

$ 102,229

$ 21

$ -

$ -

$ 90,526

AMAG Pharmaceuticals, Inc.

65,945

21,746

23,231

-

47,756

ArthroCare Corp.

72,823

92,973

27,770

-

117,262

Conceptus, Inc.

35,899

22,728

29,104

-

31,874

Cyberonics, Inc.

36,716

568

-

-

48,421

CytRx Corp.

22,853

3,941

5,187

7

-

Dev Property Development PLC

22,197

-

29,761

-

-

MarketAxess Holdings, Inc.

22,188

-

-

-

-

MedAssets, Inc.

-

54,700

8,281

-

45,670

NeuroMetrix, Inc.

10,538

-

5,217

-

-

Northstar Neuroscience, Inc.

23,877

-

3,468

-

-

NuVasive, Inc.

146,192

467

-

-

145,924

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Ocean Power Technologies, Inc.

$ 14,623

$ -

$ -

$ -

$ 9,191

Omniture, Inc.

57,785

95,057

21,671

-

122,825

Omrix Biopharmaceuticals, Inc.

40,074

-

34,594

-

-

TranS1, Inc.

30,171

7,157

489

-

28,188

Ultrapetrol (Bahamas) Ltd.

20,362

12,144

2,894

-

34,561

Zumiez, Inc.

-

36,744

7,846

-

32,608

Total

$ 725,235

$ 348,246

$ 199,523

$ 7

$ 754,806

Other Information

The following is a summary of the inputs used, as of May 31, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

<Click Here>Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities

$ 3,389,774

$ 3,370,662

$ 19,112

$ 0

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

United States of America

80.8%

Canada

4.4%

India

3.4%

Brazil

2.0%

Panama

1.6%

Netherlands

1.4%

British Virgin Islands

1.2%

Bahamas (Nassau)

1.1%

South Africa

1.1%

Cayman Islands

1.0%

Bermuda

1.0%

Others (individually less than 1%)

1.0%

100.0%

Income Tax Information

At November 30, 2007, the fund had a capital loss carryforward of approximately $10,999,160,000 of which $5,871,680,000, $3,237,199,000 and $1,890,281,000 will expire on November 30, 2009, 2010 and 2011, respectively.

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)

May 31, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $254,688) - See accompanying schedule:

Unaffiliated issuers (cost $2,138,374)

$ 2,295,654

Fidelity Central Funds (cost $339,314)

339,314

Other affiliated issuers (cost $737,957)

754,806

Total Investments (cost $3,215,645)

$ 3,389,774

Receivable for investments sold

127,609

Receivable for fund shares sold

2,006

Dividends receivable

373

Distributions receivable from Fidelity Central Funds

1,214

Prepaid expenses

7

Other receivables

188

Total assets

3,521,171

Liabilities

Payable to custodian bank

$ 1,330

Payable for investments purchased

153,262

Payable for fund shares redeemed

2,392

Accrued management fee

1,030

Other affiliated payables

799

Other payables and accrued expenses

198

Collateral on securities loaned, at value

264,350

Total liabilities

423,361

Net Assets

$ 3,097,810

Net Assets consist of:

Paid in capital

$ 14,296,942

Accumulated net investment loss

(3,799)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(11,369,881)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

174,548

Net Assets

$ 3,097,810

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

May 31, 2008 (Unaudited)

Aggressive Growth:
Net Asset Value
, offering price and redemption price per share ($3,097,706.44 ÷ 148,121.58 shares)

$ 20.91

Class K:
Net Asset Value
, offering price and redemption price per share ($103.53 ÷ 4.95 shares)

$ 20.92

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

Semiannual Report

Statement of Operations

Amounts in thousands

Six months ended May 31, 2008 (Unaudited)

Investment Income

Dividends (including $7 earned from other affiliated issuers)

$ 4,657

Interest

292

Income from Fidelity Central Funds (including $3,525 from security lending)

4,271

Total income

9,220

Expenses

Management fee
Basic fee

$ 9,436

Performance adjustment

(1,731)

Transfer agent fees

4,568

Accounting and security lending fees

479

Custodian fees and expenses

162

Independent trustees' compensation

6

Registration fees

23

Audit

42

Legal

26

Interest

5

Miscellaneous

269

Total expenses before reductions

13,285

Expense reductions

(381)

12,904

Net investment income (loss)

(3,684)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(294,045)

Other affiliated issuers

(51,537)

Foreign currency transactions

(654)

Total net realized gain (loss)

(346,236)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $4,671)

52,886

Assets and liabilities in foreign currencies

424

Total change in net unrealized appreciation (depreciation)

53,310

Net gain (loss)

(292,926)

Net increase (decrease) in net assets resulting from operations

$ (296,610)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended May 31, 2008
(Unaudited)

Year ended
November 30, 2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (3,684)

$ (13,072)

Net realized gain (loss)

(346,236)

631,634

Change in net unrealized appreciation (depreciation)

53,310

(66,531)

Net increase (decrease) in net assets resulting
from operations

(296,610)

552,031

Distributions to shareholders from net realized gain

-

(1,876)

Share transactions - net increase (decrease)

(204,669)

(809,937)

Redemption fees

205

557

Total increase (decrease) in net assets

(501,074)

(259,225)

Net Assets

Beginning of period

3,598,884

3,858,109

End of period (including accumulated net investment loss of $3,799 and accumulated net investment loss of $115, respectively)

$ 3,097,810

$ 3,598,884

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

Semiannual Report

Financial Highlights - Aggressive Growth

Six months ended May 31, 2008

Years ended November 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 22.75

$ 19.68

$ 17.48

$ 15.95

$ 14.65

$ 12.17

Income from Investment Operations

Net investment income (loss) D

(.02)

(.07) I

- G, K

(.02) H

(.05)

(.01)

Net realized and unrealized gain (loss)

(1.82)

3.15

2.20

1.55

1.35

2.49

Total from investment operations

(1.84)

3.08

2.20

1.53

1.30

2.48

Distributions from net realized gain

-

(.01)

-

-

-

-

Redemption fees added to paid in capital D, K

-

-

-

-

-

-

Net asset value,
end of period

$ 20.91

$ 22.75

$ 19.68

$ 17.48

$ 15.95

$ 14.65

Total Return B, C

(8.09)%

15.66%

12.59%

9.59%

8.87%

20.38%

Ratios to Average Net Assets E, J

Expenses before reductions

.86% A

.79%

.77%

.79%

.83%

.68%

Expenses net of fee waivers, if any

.86% A

.79%

.77%

.79%

.83%

.68%

Expenses net of all reductions

.83% A

.78%

.75%

.70%

.78%

.59%

Net investment income (loss)

(.24)% A

(.35)% I

(.02)% G

(.12)% H

(.36)%

(.05)%

Supplemental Data

Net assets,
end of period
(in millions)

$ 3,098

$ 3,599

$ 3,858

$ 4,334

$ 4,971

$ 5,233

Portfolio turnover rate F

221% A

154%

155%

192%

84%

176%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G Investment income per share reflects a special dividend which amounted to $.05 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.27)%.

H Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.18)%.

I Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.41)%.

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

K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class K

Six months ended May 31, 2008

(Unaudited) G

Selected Per-Share Data

Net asset value, beginning of period

$ 20.20

Income from Investment Operations

Net investment income (loss) D

.01

Net realized and unrealized gain (loss)

.71

Total from investment operations

.72

Net asset value, end of period

$ 20.92

Total Return B, C

3.56%

Ratios to Average Net Assets E, H

Expenses before reductions

.62% A

Expenses net of fee waivers, if any

.62% A

Expenses net of all reductions

.60% A

Net investment income (loss)

.42%A

Supplemental Data

Net Assets, end of period (000 omitted)

$ 104

Portfolio turnover rate F

221% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2008 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

Fidelity Aggressive Growth Fund (the Fund) is a fund of Fidelity Mt. Vernon 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. On January 17, 2008, the Board of Trustees of the Fund approved the creation of an additional class of shares. The Fund commenced sale of shares of Class K and the existing class was designated Aggressive Growth on May 9, 2008. The Fund offers Aggressive Growth and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions also differ by class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies.

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

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

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

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

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1

Quoted prices in active markets for identical securities.

Level 2

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3

Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

A summary of the inputs used as of May 31, 2008, in valuing the Fund's investments is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

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

Unrealized appreciation

$ 417,031

Unrealized depreciation

(272,562)

Net unrealized appreciation (depreciation)

$ 144,469

Capital loss carryforward

(10,999,160)

Cost for federal income tax purposes

$ 3,245,305

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

4. Operating Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,436,165 and $3,699,462, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease.

In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the retail class of the Fund, Aggressive Growth, as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .50% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of Aggressive Growth and asset-based fees of .05% of average net assets for Class K. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR, was the transfer agent for Aggressive Growth. For the period, the transfer agent fees for Aggressive Growth were equivalent to an annualized rate of .29% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $95 for the period.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

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

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 5,636

4.30%

$ 5

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $317 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Aggressive Growth

$ 58

10. Other.

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

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $1,240, which is recorded in the accompanying Statement of Operations.

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

Semiannual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2008

Year ended
November 30,
2007

From net realized gain

Aggressive Growth

$ -

$ 1,876

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended May 31,
2008
A

Year ended
November 30,
2007

Six months ended May 31,
2008
A

Year ended
November 30,
2007

Aggressive Growth

Shares sold

8,490

24,576

$ 173,567

$ 531,087

Reinvestment of distributions

-

93

-

1,853

Shares redeemed

(18,538)

(62,576)

(378,336)

(1,342,877)

Net increase (decrease)

(10,048)

(37,907)

$ (204,769)

$ (809,937)

Class K

Shares sold

5

-

$ 100

$ -

Net increase (decrease)

5

-

$ 100

$ -

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

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on June 18, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

17,225,894,455.97

93.775

Withheld

1,143,576,838.95

6.225

TOTAL

18,369,471,294.92

100.000

Dennis J. Dirks

Affirmative

17,293,993,357.36

94.145

Withheld

1,075,477,937.56

5.855

TOTAL

18,369,471,294.92

100.000

Edward C. Johnson 3d

Affirmative

17,177,993,463.99

93.514

Withheld

1,191,477,830.93

6.486

TOTAL

18,369,471,294.92

100.000

Alan J. Lacy

Affirmative

17,280,786,578.16

94.073

Withheld

1,088,684,716.76

5.927

TOTAL

18,369,471,294.92

100.000

Ned C. Lautenbach

Affirmative

17,275,050,964.62

94.042

Withheld

1,094,420,330.30

5.958

TOTAL

18,369,471,294.92

100.000

Joseph Mauriello

Affirmative

17,289,869,110.18

94.123

Withheld

1,079,602,184.74

5.877

TOTAL

18,369,471,294.92

100.000

Cornelia M. Small

Affirmative

17,277,424,534.41

94.055

Withheld

1,092,046,760.51

5.945

TOTAL

18,369,471,294.92

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

17,208,188,881.25

93.678

Withheld

1,161,282,413.67

6.322

TOTAL

18,369,471,294.92

100.000

David M. Thomas

Affirmative

17,300,605,112.82

94.181

Withheld

1,068,866,182.10

5.819

TOTAL

18,369,471,294.92

100.000

Michael E. Wiley

Affirmative

17,286,179,501.56

94.103

Withheld

1,083,291,793.36

5.897

TOTAL

18,369,471,294.92

100.000

PROPOSAL 2

To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

13,315,613,624.71

72.488

Against

3,865,535,580.46

21.043

Abstain

915,660,441.98

4.985

Broker
Non-Votes

272,661,647.77

1.484

TOTAL

18,369,471,294.92

100.000

A Denotes trust-wide proposal and voting results.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

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

Semiannual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity International Investment
Advisors

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, Illinois

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

FEG-USAN-0708
1.786808.105

Fidelity®

Growth Company

Fund -
Growth Company
Class K

Semiannual Report

May 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Investing momentum appeared to shift back in favor of equities as we approached the mid-point of 2008, offsetting some - but not all - of the market's earlier weakness. However, the outlook for the remainder of the year was far from certain. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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 actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2007 to May 31, 2008) for Growth Company and for the entire period (May 9, 2008 to May 31, 2008) for Class K. The hypothetical expense Example is based on an investment of $1,000 invested for the one half year period (December 1, 2007 to May 31, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Investments - continued

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.

Beginning
Account Value

Ending
Account Value
May 31, 2008

Expenses Paid
During Period

Growth Company

Actual

$ 1,000.00

$ 982.40

$ 4.71 B

HypotheticalA

$ 1,000.00

$ 1,020.25

$ 4.80 C

Class K

Actual

$ 1,000.00

$ 1,016.30

$ .51 B

HypotheticalA

$ 1,000.00

$ 1,021.00

$ 4.04C

A 5% return per year before expenses

B Actual expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period) for Growth Company Class and multiplied by 23/366 (to reflect the period May 9, 2008 to May 31, 2008) for Class K.

C Hypothetical expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Growth Company

.95%

Class K

.80%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Nintendo Co. Ltd.

6.3

7.6

Google, Inc. Class A (sub. vtg.)

3.8

6.7

Celgene Corp.

3.2

4.6

Elan Corp. PLC sponsored ADR

3.1

2.8

Monsanto Co.

2.9

2.8

Apple, Inc.

2.6

1.9

Hess Corp.

2.5

1.2

Salesforce.com, Inc.

2.3

1.8

Wal-Mart Stores, Inc.

2.1

1.0

Research In Motion Ltd.

1.8

1.7

30.6

Top Five Market Sectors as of May 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

35.1

38.3

Health Care

21.7

23.8

Energy

13.6

7.2

Consumer Staples

8.5

9.1

Materials

6.0

4.8

Asset Allocation (% of fund's net assets)

As of May 31, 2008 *

As of November 30, 2007 **

Stocks 99.5%

Stocks 99.6%

Convertible
Securities 0.1%

Convertible
Securities 0.1%

Short-Term
Investments and
Net Other Assets 0.4%

Short-Term
Investments and
Net Other Assets 0.3%

* Foreign investments

17.4%

** Foreign investments

18.3%

Semiannual Report

Investments May 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 5.1%

Auto Components - 0.1%

Johnson Controls, Inc.

1,000,000

$ 34,060

Diversified Consumer Services - 0.1%

Coinstar, Inc. (a)

1,175,000

44,768

Hotels, Restaurants & Leisure - 0.6%

Buffalo Wild Wings, Inc. (a)(e)

1,050,000

34,598

McDonald's Corp.

1,375,000

81,565

Starbucks Corp. (a)

478,400

8,702

Starwood Hotels & Resorts Worldwide, Inc.

1,690,000

81,796

206,661

Household Durables - 0.0%

Gafisa SA sponsored ADR

175,000

7,819

Tupperware Brands Corp.

50,000

1,915

9,734

Internet & Catalog Retail - 0.2%

Amazon.com, Inc. (a)

750,000

61,215

Leisure Equipment & Products - 0.6%

Callaway Golf Co. (d)(e)

3,739,862

47,496

Hasbro, Inc. (d)

5,350,000

193,884

241,380

Media - 1.0%

CBS Corp. Class B

1,115,988

24,083

Comcast Corp. Class A

4,807,500

108,169

Morningstar, Inc. (a)(d)

1,475,000

104,651

News Corp. Class A

4,705,000

84,455

The Walt Disney Co.

84,500

2,839

Time Warner, Inc.

2,801,950

44,495

368,692

Multiline Retail - 0.5%

Kohl's Corp. (a)

1,415,000

63,392

Nordstrom, Inc. (d)

485,000

16,965

Target Corp.

2,270,000

121,127

201,484

Specialty Retail - 0.9%

Bed Bath & Beyond, Inc. (a)

1,750,000

55,755

Best Buy Co., Inc.

347,500

16,225

Gamestop Corp. Class A (a)

296,300

14,696

Gap, Inc. (d)

717,825

13,100

Home Depot, Inc.

3,470,000

94,939

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Lowe's Companies, Inc.

3,455,800

$ 82,939

Staples, Inc.

3,120,602

73,178

350,832

Textiles, Apparel & Luxury Goods - 1.1%

Coach, Inc. (a)

187,200

6,795

Geox SpA (d)

2,135,000

27,508

Hanesbrands, Inc. (a)(d)

3,240,000

106,920

Lululemon Athletica, Inc. (d)(e)

5,110,819

163,495

NIKE, Inc. Class B (d)

1,579,000

107,956

412,674

TOTAL CONSUMER DISCRETIONARY

1,931,500

CONSUMER STAPLES - 8.5%

Beverages - 1.5%

PepsiCo, Inc.

3,816,640

260,677

The Coca-Cola Co.

5,507,500

315,359

576,036

Food & Staples Retailing - 3.0%

Costco Wholesale Corp.

2,155,800

153,752

CVS Caremark Corp.

3,012,780

128,917

Safeway, Inc.

675,000

21,512

Sysco Corp.

478,200

14,757

Wal-Mart Stores, Inc.

13,310,300

768,537

Walgreen Co.

1,195,000

43,044

Whole Foods Market, Inc. (d)

70,000

2,030

1,132,549

Food Products - 1.9%

Archer Daniels Midland Co.

2,925,000

116,123

Campbell Soup Co.

1,695,000

56,749

Cosan Ltd. Class A

7,363,800

86,746

Dean Foods Co.

400,000

8,700

General Mills, Inc.

527,800

33,357

Groupe Danone

1,155,000

101,108

Hershey Co.

550,000

21,555

Kellogg Co.

1,590,000

82,378

Kraft Foods, Inc. Class A

846,065

27,480

McCormick & Co., Inc. (non-vtg.)

365,000

13,717

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food Products - continued

Smithfield Foods, Inc. (a)

2,805,000

$ 87,768

Tyson Foods, Inc. Class A

3,500,000

65,940

701,621

Household Products - 0.6%

Clorox Co.

570,000

32,564

Colgate-Palmolive Co.

275,000

20,449

Procter & Gamble Co.

2,499,483

165,091

218,104

Personal Products - 0.5%

Avon Products, Inc.

4,600,000

179,676

Tobacco - 1.0%

Altria Group, Inc.

3,925,380

87,379

Philip Morris International, Inc. (a)

5,850,380

308,081

395,460

TOTAL CONSUMER STAPLES

3,203,446

ENERGY - 13.6%

Energy Equipment & Services - 2.7%

Baker Hughes, Inc.

387,400

34,331

Diamond Offshore Drilling, Inc.

827,900

112,959

FMC Technologies, Inc. (a)

1,370,000

98,435

Schlumberger Ltd. (NY Shares)

2,189,000

221,374

Transocean, Inc. (a)

865,668

130,015

Weatherford International Ltd. (a)

8,720,480

397,916

995,030

Oil, Gas & Consumable Fuels - 10.9%

Anadarko Petroleum Corp.

2,380,000

178,429

Apache Corp.

2,730,000

365,984

Cameco Corp.

2,900,000

118,160

Chesapeake Energy Corp.

525,000

28,754

ConocoPhillips

453,810

42,250

CONSOL Energy, Inc.

4,364,408

425,792

Devon Energy Corp.

3,350,000

388,399

El Paso Corp.

1,450,000

28,348

EnCana Corp.

4,975,000

448,226

EOG Resources, Inc.

3,725,000

479,147

Exxon Mobil Corp.

815,000

72,339

Hess Corp.

7,565,000

929,058

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Newfield Exploration Co. (a)

3,455,000

$ 218,494

Noble Energy, Inc.

850,000

82,833

PetroHawk Energy Corp. (a)

550,000

16,159

Quicksilver Resources, Inc. (a)

800,000

29,144

Range Resources Corp.

1,846,754

121,443

Southwestern Energy Co. (a)

1,310,000

58,085

Valero Energy Corp.

1,230,000

62,533

4,093,577

TOTAL ENERGY

5,088,607

FINANCIALS - 3.8%

Capital Markets - 0.7%

Ameriprise Financial, Inc.

45,809

2,165

Charles Schwab Corp.

2,871,475

63,689

Franklin Resources, Inc.

520,000

52,634

Goldman Sachs Group, Inc.

455,000

80,267

State Street Corp.

835,000

60,137

258,892

Commercial Banks - 0.7%

Banco Bradesco SA (PN) sponsored ADR

545,000

13,085

Banco Itau Holding Financeira SA sponsored ADR (non-vtg.)

3,430,000

105,335

Synovus Financial Corp.

1,261,900

14,499

Toronto-Dominion Bank

277,514

20,081

Uniao de Bancos Brasileiros SA (Unibanco) GDR

780,000

122,359

Wells Fargo & Co.

355,000

9,787

285,146

Consumer Finance - 1.2%

American Express Co.

2,172,548

100,698

Discover Financial Services (d)

19,515,000

334,682

435,380

Diversified Financial Services - 1.1%

Bolsa de Mercadorias & Futuros - BM&F SA

9,383,100

107,532

Bovespa Holding SA

11,686,000

192,408

Citigroup, Inc.

720,000

15,761

JPMorgan Chase & Co.

2,400,000

103,200

418,901

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - 0.1%

American International Group, Inc.

663,750

$ 23,895

Prudential Financial, Inc.

233,000

17,405

41,300

TOTAL FINANCIALS

1,439,619

HEALTH CARE - 21.6%

Biotechnology - 10.7%

Acadia Pharmaceuticals, Inc. (a)(d)(e)

3,510,746

30,895

Affymax, Inc. (a)(d)(e)

1,255,000

18,712

Alexion Pharmaceuticals, Inc. (a)(d)(e)

3,818,225

272,430

Alkermes, Inc. (a)(d)(e)

10,182,261

129,009

Alnylam Pharmaceuticals, Inc. (a)(d)

1,098,315

31,719

Amgen, Inc. (a)

1,227,605

54,051

Amylin Pharmaceuticals, Inc. (a)(d)(e)

13,530,160

429,853

Array Biopharma, Inc. (a)(d)(e)

4,753,070

29,564

Biogen Idec, Inc. (a)

1,104,164

69,286

BioMarin Pharmaceutical, Inc. (a)

2,695,793

102,898

Celgene Corp. (a)

19,446,744

1,183,529

Cepheid, Inc. (a)(d)

960,000

25,267

Cougar Biotechnology, Inc. (a)

917,681

24,796

CV Therapeutics, Inc. (a)(d)(e)

6,067,383

53,575

Genentech, Inc. (a)

2,525,800

179,003

Genzyme Corp. (a)

520,000

35,599

Gilead Sciences, Inc. (a)

1,700,000

94,044

GTx, Inc. (a)(d)(e)

2,521,397

37,871

Human Genome Sciences, Inc. (a)(d)(e)

8,874,010

52,179

Immunomedics, Inc. (a)(d)(e)

6,102,700

16,294

InterMune, Inc. (a)(d)(e)

3,897,713

54,958

Isis Pharmaceuticals, Inc. (a)(d)(e)

9,538,331

134,872

Medarex, Inc. (a)(d)

5,386,220

46,914

Momenta Pharmaceuticals, Inc. (a)(d)

406,000

5,205

Myriad Genetics, Inc. (a)(d)(e)

2,474,248

119,803

ONYX Pharmaceuticals, Inc. (a)(d)

755,000

26,682

OREXIGEN Therapeutics, Inc. (d)(e)

2,722,357

23,712

Regeneron Pharmaceuticals, Inc. (a)(e)

6,388,948

127,140

Rigel Pharmaceuticals, Inc. (a)(d)(e)

3,647,256

85,127

Seattle Genetics, Inc. (a)(e)

7,927,486

74,122

Sunesis Pharmaceuticals, Inc. (a)(e)

3,156,200

6,312

Transition Therapeutics, Inc. (a)(e)

2,332,446

27,351

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Biotechnology - continued

Trubion Pharmaceuticals, Inc. (a)(d)(e)

1,775,000

$ 11,041

Vertex Pharmaceuticals, Inc. (a)(d)(e)

13,865,838

396,979

4,010,792

Health Care Equipment & Supplies - 2.3%

Alcon, Inc.

40,000

6,280

Baxter International, Inc.

2,455,000

150,001

Becton, Dickinson & Co.

1,347,900

113,830

Covidien Ltd.

3,350,000

167,802

Gen-Probe, Inc. (a)(e)

3,783,676

215,443

Insulet Corp.

951,400

15,508

Medtronic, Inc.

1,274,964

64,602

St. Jude Medical, Inc. (a)

834,200

33,994

Thoratec Corp. (a)(d)(e)

5,297,765

87,572

855,032

Health Care Providers & Services - 0.6%

Cardinal Health, Inc.

860,000

48,624

Laboratory Corp. of America Holdings (a)

460,000

33,943

McKesson Corp.

1,110,000

63,992

Medco Health Solutions, Inc. (a)

1,412,720

68,446

UnitedHealth Group, Inc.

186,400

6,377

221,382

Life Sciences Tools & Services - 1.6%

Affymetrix, Inc. (a)

3,003,190

36,218

Applera Corp.:

- Applied Biosystems Group

211,600

7,355

- Celera Genomics Group (a)

9,579,848

123,388

Bruker BioSciences Corp. (a)

2,215,000

25,783

Exelixis, Inc. (a)(d)(e)

10,511,134

66,430

Illumina, Inc. (a)(d)(e)

4,341,291

340,705

Millipore Corp. (a)

183,194

13,309

613,188

Pharmaceuticals - 6.4%

Abbott Laboratories

2,051,500

115,602

Allergan, Inc.

480,000

27,658

ARYx Therapeutics, Inc.

345,298

2,158

Auxilium Pharmaceuticals, Inc. (a)(d)(e)

3,722,270

118,517

Bristol-Myers Squibb Co.

1,754,700

39,990

Dr. Reddy's Laboratories Ltd. sponsored ADR (d)

800,000

13,016

Elan Corp. PLC sponsored ADR (a)(d)

46,958,062

1,175,830

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Eli Lilly & Co.

705,000

$ 33,939

Johnson & Johnson

3,488,300

232,809

Map Pharmaceuticals, Inc.

925,000

12,811

Merck & Co., Inc.

3,120,100

121,559

Nastech Pharmaceutical Co., Inc. (a)(d)(e)

2,581,059

3,071

Pfizer, Inc.

1,451,000

28,091

Schering-Plough Corp.

1,987,600

40,547

Sepracor, Inc. (a)(d)(e)

11,170,129

241,386

Sirtris Pharmaceuticals, Inc.

791,502

17,793

Wyeth

3,640,200

161,880

2,386,657

TOTAL HEALTH CARE

8,087,051

INDUSTRIALS - 5.3%

Aerospace & Defense - 0.8%

Honeywell International, Inc.

1,815,000

108,210

Lockheed Martin Corp.

550,100

60,203

Raytheon Co.

985,000

62,902

The Boeing Co.

670,000

55,456

286,771

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

2,374,800

168,658

Airlines - 0.6%

JetBlue Airways Corp. (a)(d)(e)

18,003,143

71,472

Northwest Airlines Corp. (a)

6,753,700

47,681

Ryanair Holdings PLC sponsored ADR (a)

20,000

527

Ryanair Holdings PLC warrants (UBS Warrant Programme) 2/25/10 (a)

3,230,000

27,135

Southwest Airlines Co.

7,373,515

96,298

243,113

Commercial Services & Supplies - 0.1%

EnergySolutions, Inc.

911,400

23,150

Manpower, Inc.

145,000

9,135

32,285

Construction & Engineering - 0.2%

Fluor Corp.

330,000

61,562

KBR, Inc.

768,214

26,665

88,227

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Electrical Equipment - 1.2%

American Superconductor Corp. (a)(d)

1,815,000

$ 64,033

First Solar, Inc. (a)

1,367,090

365,751

Sunpower Corp. Class A (a)(d)

82,500

6,757

436,541

Industrial Conglomerates - 0.4%

3M Co.

70,000

5,429

General Electric Co.

4,350,000

133,632

139,061

Machinery - 0.5%

AGCO Corp. (a)

1,035,400

62,569

Caterpillar, Inc.

685,000

56,608

CNH Global NV

180,000

8,044

Deere & Co.

540,000

43,924

ITT Corp.

70,000

4,620

TurboChef Technologies, Inc. (a)(d)(e)

1,973,650

13,283

189,048

Road & Rail - 1.0%

Burlington Northern Santa Fe Corp.

490,000

55,395

CSX Corp.

500,000

34,530

Norfolk Southern Corp.

2,385,000

160,701

Union Pacific Corp.

1,720,000

141,573

392,199

TOTAL INDUSTRIALS

1,975,903

INFORMATION TECHNOLOGY - 35.1%

Communications Equipment - 4.8%

Cisco Systems, Inc. (a)

12,712,600

339,681

Corning, Inc.

3,463,000

94,678

Infinera Corp. (d)(e)

8,010,944

114,396

Juniper Networks, Inc. (a)

885,000

24,355

QUALCOMM, Inc. (a)

8,623,400

418,580

Research In Motion Ltd. (a)

4,892,800

679,463

Riverbed Technology, Inc. (a)(d)

1,220,664

21,911

Sonus Networks, Inc. (a)(d)(e)

26,835,720

115,125

1,808,189

Computers & Peripherals - 3.8%

Apple, Inc. (a)

5,110,959

964,694

Dell, Inc. (a)

1,435,600

33,105

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Hewlett-Packard Co.

3,160,000

$ 148,710

International Business Machines Corp.

219,800

28,449

NetApp, Inc. (a)

2,607,208

63,564

Palm, Inc. (d)(e)

10,162,126

61,582

SanDisk Corp. (a)

105,000

2,973

Seagate Technology

165,000

3,534

Sun Microsystems, Inc. (a)

449,125

5,816

Synaptics, Inc. (a)(d)(e)

3,085,082

131,949

1,444,376

Electronic Equipment & Instruments - 0.6%

Agilent Technologies, Inc. (a)

370,000

13,834

Mellanox Technologies Ltd. (a)(e)

3,023,300

49,401

Trimble Navigation Ltd. (a)

2,540,000

101,194

Universal Display Corp. (a)(d)(e)

3,579,545

54,445

218,874

Internet Software & Services - 4.9%

Akamai Technologies, Inc. (a)

1,105,000

43,150

eBay, Inc. (a)

4,897,200

146,965

Google, Inc. Class A (sub. vtg.) (a)

2,407,448

1,410,283

Internet Capital Group, Inc. (a)(e)

3,850,000

38,731

Mercadolibre, Inc.

226,300

10,625

Omniture, Inc. (a)

2,004,881

49,420

VeriSign, Inc. (a)

1,390,000

55,656

Yahoo!, Inc. (a)

3,416,340

91,421

1,846,251

IT Services - 2.0%

Cognizant Technology Solutions Corp. Class A (a)

1,584,716

55,909

Fidelity National Information Services, Inc.

375,000

15,105

Hewitt Associates, Inc. Class A (a)

2,265,000

88,697

MasterCard, Inc. Class A

270,000

83,336

The Western Union Co.

1,025,000

24,231

Total System Services, Inc.

2,495,659

61,194

Visa, Inc.

4,724,100

407,973

736,445

Semiconductors & Semiconductor Equipment - 5.4%

Analog Devices, Inc.

949,900

33,351

Applied Materials, Inc.

2,270,400

44,977

ASML Holding NV (NY Shares)

648,888

19,441

Atheros Communications, Inc. (a)(e)

5,740,411

191,845

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Atheros Communications, Inc. (a)(e)(g)

1,741,486

$ 58,200

Broadcom Corp. Class A (a)

2,300,000

65,987

Cree, Inc. (a)(d)(e)

8,526,131

216,734

Cypress Semiconductor Corp. (a)(e)

15,976,000

445,411

FEI Co. (a)(d)(e)

1,863,100

43,671

Intel Corp.

15,360,800

356,063

International Rectifier Corp. (a)(d)

930,000

21,557

KLA-Tencor Corp. (d)

510,000

23,521

Linear Technology Corp. (d)

625,800

23,011

Marvell Technology Group Ltd. (a)

498,310

8,651

Power Integrations, Inc. (a)(e)

2,961,308

96,627

Rambus, Inc. (a)(d)(e)

10,533,000

217,612

Rubicon Technology, Inc. (d)(e)

2,061,630

47,149

Samsung Electronics Co. Ltd.

50,000

36,032

Silicon Laboratories, Inc. (a)

1,035,315

38,151

Spansion, Inc. Class A (a)(d)

1,430,000

4,505

Texas Instruments, Inc.

971,000

31,538

Xilinx, Inc.

550,000

14,960

2,038,994

Software - 13.6%

Activision, Inc. (a)

1,275,000

43,031

Adobe Systems, Inc. (a)

843,236

37,153

Citrix Systems, Inc. (a)

760,000

26,015

Electronic Arts, Inc. (a)

860,000

43,172

Microsoft Corp.

19,075,000

540,204

Nintendo Co. Ltd.

4,251,200

2,344,959

Oracle Corp. (a)

1,175,000

26,837

Red Hat, Inc. (a)(d)(e)

17,997,391

438,416

Salesforce.com, Inc. (a)(e)

12,015,494

868,840

SuccessFactors, Inc. (d)(e)

4,586,021

50,905

Symantec Corp. (a)

2,050,800

44,564

TiVo, Inc. (a)(d)(e)

10,019,029

84,260

VMware, Inc. Class A (d)

7,832,700

537,872

5,086,228

TOTAL INFORMATION TECHNOLOGY

13,179,357

MATERIALS - 6.0%

Chemicals - 4.6%

Dow Chemical Co.

1,475,000

59,590

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Chemicals - continued

Minerals Technologies, Inc. (e)

1,927,580

$ 134,179

Monsanto Co.

8,649,978

1,102,007

OM Group, Inc. (a)(e)

2,360,000

102,613

Potash Corp. of Saskatchewan, Inc.

821,200

163,476

Rohm & Haas Co.

985,000

53,170

The Mosaic Co. (a)

780,000

97,750

Uralkali JSC GDR (a)(f)

434,300

26,275

1,739,060

Metals & Mining - 1.4%

Barrick Gold Corp. (d)

3,512,500

141,525

Cleveland-Cliffs, Inc. (d)

560,000

59,752

Companhia Vale do Rio Doce sponsored ADR

1,270,000

50,521

Freeport-McMoRan Copper & Gold, Inc. Class B

1,300,000

150,423

Nucor Corp.

1,540,000

115,192

517,413

TOTAL MATERIALS

2,256,473

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

AT&T, Inc.

615,000

24,539

UTILITIES - 0.4%

Electric Utilities - 0.3%

Exelon Corp.

1,115,000

98,120

Independent Power Producers & Energy Traders - 0.1%

Ormat Technologies, Inc. (d)

380,000

19,042

Water Utilities - 0.0%

American Water Works Co., Inc.

750,000

16,125

TOTAL UTILITIES

133,287

TOTAL COMMON STOCKS

(Cost $27,736,184)

37,319,782

Convertible Preferred Stocks - 0.1%

HEALTH CARE - 0.1%

Biotechnology - 0.1%

Perlegen Sciences, Inc. Series D, 8.00% (a)(g)

12,820,512

25,641

Convertible Preferred Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - 0.0%

Concert Pharmaceuticals, Inc. Series C, 6.00% (g)

4,000,000

$ 10,000

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $30,000)

35,641

Money Market Funds - 2.6%

Fidelity Cash Central Fund, 2.44% (b)

64,161,977

64,162

Fidelity Securities Lending Cash Central Fund, 2.42% (b)(c)

913,816,933

913,817

TOTAL MONEY MARKET FUNDS

(Cost $977,979)

977,979

Cash Equivalents - 0.0%

Maturity Amount (000s)

Investments in repurchase agreements in a joint trading account at 2.12%, dated 5/30/08 due 6/2/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $4,764)

$ 4,765

4,764

TOTAL INVESTMENT PORTFOLIO - 102.2%

(Cost $28,748,927)

38,338,166

NET OTHER ASSETS - (2.2)%

(807,218)

NET ASSETS - 100%

$ 37,530,948

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $26,275,000 or 0.1% of net assets.

(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 $93,841,000 or 0.3% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Atheros Communications, Inc.

4/18/01

$ 15,000

Concert Pharmaceuticals, Inc. Series C, 6.00%

4/25/08

$ 10,000

Perlegen Sciences, Inc. Series D, 8.00%

2/23/05

$ 20,000

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

Repurchase Agreement / Counterparty

Value
(000s)

$4,764,000 due 6/02/08 at 2.12%

Banc of America Securities LLC

$ 748

Barclays Capital, Inc.

1,201

Credit Suisse Securities (USA) LLC

1,035

Merrill Lynch Government Securities, Inc.

1,780

$ 4,764

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 2,404

Fidelity Securities Lending Cash Central Fund

18,029

Total

$ 20,433

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

Acadia Pharmaceuticals, Inc.

$ 39,300

$ 466

$ -

$ -

$ 30,895

Affymax, Inc.

31,952

-

-

-

18,712

Affymetrix, Inc.

143,047

977

43,657

-

-

Alexion Pharmaceuticals, Inc.

270,064

6,945

-

-

272,430

Alkermes, Inc.

145,199

-

-

-

129,009

American Superconductor Corp.

75,075

-

30,262

-

-

Amylin Pharmaceuticals, Inc.

514,819

1,348

-

-

429,853

Array Biopharma, Inc.

52,030

317

-

-

29,564

Atheros Communications, Inc.

167,445

1,614

-

-

191,845

Atheros Communications, Inc. (restricted)

51,356

-

-

-

58,200

Auxilium Pharmaceuticals, Inc.

-

111,036

-

-

118,517

Blackboard, Inc.

93,335

-

78,780

-

-

BladeLogic, Inc.

37,853

25,748

76,219

-

-

Blue Coat Systems, Inc.

106,638

-

77,637

-

-

Buffalo Wild Wings, Inc.

-

34,962

-

-

34,598

Callaway Golf Co.

97,496

6,920

33,486

812

47,496

Celgene Corp.

1,686,270

-

412,168

-

-

Continental Airlines, Inc. Class B

-

157,844

121,905

-

-

Cree, Inc.

209,972

35

-

-

216,734

CV Therapeutics, Inc.

51,892

764

-

-

53,575

Cypress Semiconductor Corp.

530,723

-

-

-

445,411

Exelixis, Inc.

91,145

477

-

-

66,430

F5 Networks, Inc.

135,520

-

116,715

-

-

FEI Co.

46,410

-

-

-

43,671

Gen-Probe, Inc.

282,856

4,166

26,399

-

215,443

GTx, Inc.

32,999

3,687

-

-

37,871

Human Genome Sciences, Inc.

83,009

23,714

16,686

-

52,179

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

Illumina, Inc.

$ 178,053

$ 90,308

-

-

$ 340,705

Immunomedics, Inc.

13,792

-

-

-

16,294

Infinera Corp.

92,112

66,733

-

-

114,396

InterMune, Inc.

63,299

-

-

-

54,958

Internet Capital Group, Inc.

43,005

-

-

-

38,731

Isis Pharmaceuticals, Inc.

151,242

14,661

-

-

134,872

JetBlue Airways Corp.

126,022

-

-

-

71,472

Lululemon Athletica, Inc.

126,886

53,395

-

-

163,495

Mellanox Technologies Ltd.

53,633

-

-

-

49,401

Minerals Technologies, Inc.

128,955

-

-

193

134,179

Myriad Genetics, Inc.

192,523

-

67,280

-

119,803

Nastech Pharmaceutical Co., Inc.

9,808

-

-

-

3,071

OM Group, Inc.

63,889

72,605

-

-

102,613

Omniture, Inc.

90,056

-

33,933

-

-

OREXIGEN Therapeutics, Inc.

14,523

19,244

-

-

23,712

Palm, Inc.

68,591

1,851

-

-

61,582

Power Integrations, Inc.

86,294

2,540

-

-

96,627

Rambus, Inc.

158,804

65,123

7,535

-

217,612

Red Hat, Inc.

228,076

133,164

7,372

-

438,416

Regeneron Pharmaceuticals, Inc.

139,151

-

-

-

127,140

Rigel Pharmaceuticals, Inc.

21,587

13,662

-

-

85,127

Riverbed Technology, Inc.

199,958

-

70,749

-

-

Rubicon Technology, Inc.

24,150

18,375

-

-

47,149

Salesforce.com, Inc.

662,606

20,835

-

-

868,840

Seattle Genetics, Inc.

73,220

11,456

-

-

74,122

Sepracor, Inc.

282,362

15,227

-

-

241,386

Sonus Networks, Inc.

176,579

-

-

-

115,125

SuccessFactors, Inc.

28,946

28,515

-

-

50,905

Sunesis Pharmaceuticals, Inc.

6,691

-

-

-

6,312

Synaptics, Inc.

144,712

23,063

-

-

131,949

Thoratec Corp.

103,783

-

-

-

87,572

TiVo, Inc.

73,514

1,707

-

-

84,260

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of
period

Transition Therapeutics, Inc.

$ 22,721

$ -

$ -

$ -

$ 27,351

Trubion Pharmaceuticals, Inc.

17,732

-

-

-

11,041

TurboChef Technologies, Inc.

43,103

-

6,240

-

13,283

Universal Display Corp.

57,811

1,378

-

-

54,445

Veeco Instruments, Inc.

29,617

-

31,811

-

-

Vertex Pharmaceuticals, Inc.

321,122

25,913

-

-

396,979

Total

$ 9,295,333

$ 1,060,775

$ 1,258,834

$ 1,005

$ 7,097,358

Other Information

The following is a summary of the inputs used, as of May 31, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

<Click Here>Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities

$ 38,338,166

$ 35,925,667

$ 2,376,858

$ 35,641

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

(Amounts in thousands)

Investments in Securities

Beginning Balance

$ 25,641

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

10,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfer in/out of Level 3

-

Ending Balance

$ 35,641

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

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

United States of America

82.6%

Japan

6.3%

Canada

4.3%

Ireland

3.2%

Brazil

1.5%

Others (individually less than 1%)

2.1%

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)

May 31, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $892,897 and repurchase agreements of $4,764) - See accompanying schedule:

Unaffiliated issuers (cost $21,091,916)

$ 30,262,829

Fidelity Central Funds (cost $977,979)

977,979

Other affiliated issuers (cost $6,679,032)

7,097,358

Total Investments (cost $28,748,927)

$ 38,338,166

Cash

1

Receivable for investments sold

124,348

Receivable for fund shares sold

38,471

Dividends receivable

68,381

Distributions receivable from Fidelity Central Funds

3,619

Prepaid expenses

64

Other receivables

1,015

Total assets

38,574,065

Liabilities

Payable for investments purchased

$ 80,177

Payable for fund shares redeemed

19,609

Accrued management fee

22,273

Other affiliated payables

6,268

Other payables and accrued expenses

973

Collateral on securities loaned, at value

913,817

Total liabilities

1,043,117

Net Assets

$ 37,530,948

Net Assets consist of:

Paid in capital

$ 27,557,748

Undistributed net investment income

32,152

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

354,124

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

9,586,924

Net Assets

$ 37,530,948

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

May 31, 2008 (Unaudited)

Growth Company:
Net Asset Value
, offering price and redemption price per share ($37,530,846.545 ÷ 459,688.36604 shares)

$ 81.64

Class K:
Net Asset Value
, offering price and redemption price per share ($101.632 ÷ 1.24471 shares)

$ 81.65

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

Semiannual Report

Statement of Operations

Amounts in thousands

Six months ended May 31, 2008 (Unaudited)

Investment Income

Dividends (including $1,005 earned from other affiliated issuers)

$ 177,108

Interest

364

Income from Fidelity Central Funds (including $18,029 from security lending)

20,433

Total income

197,905

Expenses

Management fee
Basic fee

$ 97,653

Performance adjustment

29,582

Transfer agent fees

35,686

Accounting and security lending fees

1,153

Custodian fees and expenses

597

Independent trustees' compensation

74

Depreciation in deferred trustee compensation account

(1)

Registration fees

196

Audit

62

Legal

106

Miscellaneous

1,010

Total expenses before reductions

166,118

Expense reductions

(922)

165,196

Net investment income (loss)

32,709

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

483,169

Other affiliated issuers

58,920

Foreign currency transactions

(777)

Total net realized gain (loss)

541,312

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,164,169)

Assets and liabilities in foreign currencies

(2,341)

Total change in net unrealized appreciation (depreciation)

(1,166,510)

Net gain (loss)

(625,198)

Net increase (decrease) in net assets resulting from operations

$ (592,489)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
May 31, 2008
(Unaudited)

Year ended
November 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 32,709

$ (27,215)

Net realized gain (loss)

541,312

964,869

Change in net unrealized appreciation (depreciation)

(1,166,510)

5,111,311

Net increase (decrease) in net assets resulting
from operations

(592,489)

6,048,965

Distributions to shareholders from net realized gain

(263,208)

-

Share transactions - net increase (decrease)

1,431,946

785,395

Total increase (decrease) in net assets

576,249

6,834,360

Net Assets

Beginning of period

36,954,699

30,120,339

End of period (including undistributed net investment income of $32,152 and accumulated net investment loss of $557, respectively)

$ 37,530,948

$ 36,954,699

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

Semiannual Report

Financial Highlights - Growth Company

Six months ended
May 31,2008

Years ended November 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 83.70

$ 69.66

$ 62.44

$ 53.80

$ 49.40

$ 39.35

Income from Investment Operations

Net investment income (loss) D

.07

(.06)

(.16)

(.18)

.08G

(.01)

Net realized and unrealized gain (loss)

(1.53)

14.10

7.38

8.90

4.32

10.06

Total from investment operations

(1.46)

14.04

7.22

8.72

4.40

10.05

Distributions from net investment income

-

-

-

(.08)

-

-

Distributions from net realized gain

(.60)

-

-

-

-

-

Total distributions

(.60)

-

-

(.08)

-

-

Net asset value, end of period

$ 81.64

$ 83.70

$ 69.66

$ 62.44

$ 53.80

$ 49.40

Total ReturnB, C

(1.76)%

20.16%

11.56%

16.23%

8.91%

25.54%

Ratios to Average Net AssetsE, H

Expenses before reductions

.95%A

.94%

.97%

.96%

.84%

.85%

Expenses net of fee waivers, if any

.95%A

.94%

.97%

.96%

.84%

.85%

Expenses net of all reductions

.94%A

.93%

.96%

.94%

.82%

.83%

Net investment income (loss)

.19%A

(.08)%

(.25)%

(.32)%

.15%

(.03)%

Supplemental Data

Net assets, end of period (in millions)

$ 37,531

$ 36,955

$ 30,120

$ 26,826

$ 24,169

$ 22,381

Portfolio turnover rate F

52%A

49%

54%

50%

49%

47%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G Investment income per share reflects a special dividend which amounted to $.18 per share.

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

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

Semiannual Report

Financial Highlights - Class K

Period ended
May 31, 2008
H

(Unaudited)

Selected Per-Share Data

Net asset value, beginning of period

$ 80.34

Income from Investment Operations

Net investment income (loss) D, J

-

Net realized and unrealized gain (loss)

1.31G

Total from investment operations

1.31

Net asset value, end of period

$ 81.65

Total ReturnB, C

1.63%

Ratios to Average Net AssetsE, I

Expenses before reductions

.81%A

Expenses net of fee waivers, if any

.81%A

Expenses net of all reductions

.80%A

Net investment income (loss)

.09%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 102

Portfolio turnover rateF

52%A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

J Amount represents less than .01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2008 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

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

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

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

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1

Quoted prices in active markets for identical securities.

Level 2

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3

Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

A summary of the inputs used as of May 31, 2008, in valuing the Fund's investments, as well as a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date.

Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 11,945,895

Unrealized depreciation

(2,582,902)

Net unrealized appreciation (depreciation)

$ 9,362,993

Cost for federal income tax purposes

$ 28,975,173

4. Operating Policies.

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

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $10,337,070 and $9,182,478, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the retail class of the Fund, Growth Company as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .73% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of Growth Company and asset-based fees of .05% of average net assets for Class K. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Growth Company. For the period, the transfer agent fees for Growth Company were equivalent to an annualized rate of .20% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $49 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $34 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Security Lending.

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

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $152 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $9. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Growth Company

$ 761

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

10. Other - continued

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $2,058, which is recorded in the accompanying Statement of Operations.

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

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31, 2008

Year ended
November 30, 2007

From net realized gain

Growth Company

$ 263,208

$ -

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended May 31,
2008
A

Year ended
November 30, 2007

Six months ended May 31,
2008
A

Year ended
November 30, 2007

Growth Company

Shares sold

55,687

87,222

$ 4,307,539

$ 6,635,611

Reinvestment of distributions

3,159

-

260,283

-

Shares redeemed

(40,647)

(78,093)

(3,135,976)

(5,850,216)

Net increase (decrease)

18,199

9,129

$ 1,431,846

$ 785,395

Class K

Shares sold

1

-

$ 100

$ -

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

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on June 18, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

17,225,894,455.97

93.775

Withheld

1,143,576,838.95

6.225

TOTAL

18,369,471,294.92

100.000

Dennis J. Dirks

Affirmative

17,293,993,357.36

94.145

Withheld

1,075,477,937.56

5.855

TOTAL

18,369,471,294.92

100.000

Edward C. Johnson 3d

Affirmative

17,177,993,463.99

93.514

Withheld

1,191,477,830.93

6.486

TOTAL

18,369,471,294.92

100.000

Alan J. Lacy

Affirmative

17,280,786,578.16

94.073

Withheld

1,088,684,716.76

5.927

TOTAL

18,369,471,294.92

100.000

Ned C. Lautenbach

Affirmative

17,275,050,964.62

94.042

Withheld

1,094,420,330.30

5.958

TOTAL

18,369,471,294.92

100.000

Joseph Mauriello

Affirmative

17,289,869,110.18

94.123

Withheld

1,079,602,184.74

5.877

TOTAL

18,369,471,294.92

100.000

Cornelia M. Small

Affirmative

17,277,424,534.41

94.055

Withheld

1,092,046,760.51

5.945

TOTAL

18,369,471,294.92

100.000

William S. Stavropoulos

Affirmative

17,208,188,881.25

93.678

Withheld

1,161,282,413.67

6.322

TOTAL

18,369,471,294.92

100.000

# of
Votes

% of
Votes

David M. Thomas

Affirmative

17,300,605,112.82

94.181

Withheld

1,068,866,182.10

5.819

TOTAL

18,369,471,294.92

100.000

Michael E. Wiley

Affirmative

17,286,179,501.56

94.103

Withheld

1,083,291,793.36

5.897

TOTAL

18,369,471,294.92

100.000

PROPOSAL 2

To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

13,315,613,624.71

72.488

Against

3,865,535,580.46

21.043

Abstain

915,660,441.98

4.985

Broker
Non-Votes

272,661,647.77

1.484

TOTAL

18,369,471,294.92

100.000

PROPOSAL 4

For Fidelity Growth Company Fund, a shareholder proposal concerning "oversight procedures to screen out investments in companies that, in the judgment of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity."

# of
Votes

% of
Votes

Affirmative

4,404,156,871.60

27.538

Against

10,370,904,489.18

64.846

Abstain

1,010,014,587.59

6.316

Broker
Non-Votes

207,983,665.80

1.300

TOTAL

15,993,059,614.17

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research
(U.K.) Inc.

Fidelity Research & Analysis Company

Fidelity International Investment
Advisors

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.

Pittsburgh, PA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

GCF-USAN-0708
1.786812.105

Fidelity®

New Millennium Fund®

Semiannual Report

May 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Investing momentum appeared to shift back in favor of equities as we approached the mid-point of 2008, offsetting some - but not all - of the market's earlier weakness. However, the outlook for the remainder of the year was far from certain. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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 (December 1, 2007 to May 31, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Investments - continued

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.

Beginning
Account Value
December 1, 2007

Ending
Account Value
May 31, 2008

Expenses Paid
During Period
*
December 1, 2007 to May 31, 2008

Actual

$ 1,000.00

$ 944.50

$ 5.35

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,019.50

$ 5.55

* Expenses are equal to the Fund's annualized expense ratio of 1.10%; multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Green Mountain Coffee Roasters, Inc.

2.4

1.6

Cisco Systems, Inc.

2.2

1.4

Google, Inc. Class A (sub. vtg.)

1.8

2.0

Li & Fung Ltd.

1.7

1.1

Renewable Energy Corp. AS

1.6

0.5

Q-Cells AG

1.5

1.4

Exxon Mobil Corp.

1.2

0.8

Charles Schwab Corp.

1.1

1.1

Berkshire Hathaway, Inc. Class A

1.1

0.8

Corning, Inc.

1.1

0.6

15.7

Top Five Market Sectors as of May 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

20.2

19.6

Industrials

16.8

15.2

Consumer Staples

12.4

7.4

Health Care

12.4

17.5

Financials

12.2

11.9

Asset Allocation (% of fund's net assets)

As of May 31, 2008 *

As of November 30, 2007 **

Stocks 97.6%

Stocks 95.5%

Convertible
Securities 0.7%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 1.7%

Short-Term
Investments and
Net Other Assets 4.5%

* Foreign investments

24.9%

** Foreign investments

22.1%

Semiannual Report

Investments May 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.6%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 8.0%

Auto Components - 0.5%

Gentex Corp.

165,300

$ 2,903

Johnson Controls, Inc.

250,000

8,515

11,418

Automobiles - 0.2%

Renault SA

30,900

3,173

Distributors - 1.9%

Li & Fung Ltd.

9,483,600

35,850

LKQ Corp. (a)

200,000

4,432

40,282

Diversified Consumer Services - 0.2%

New Oriental Education & Technology Group, Inc. sponsored ADR (a)

46,200

3,038

Hotels, Restaurants & Leisure - 0.1%

Life Time Fitness, Inc. (a)

65,500

2,621

Household Durables - 0.4%

Harman International Industries, Inc.

100,100

4,476

Whirlpool Corp.

58,200

4,288

8,764

Internet & Catalog Retail - 0.2%

Priceline.com, Inc. (a)

31,500

4,238

Leisure Equipment & Products - 0.5%

MarineMax, Inc. (a)(d)

298,900

2,926

Pool Corp. (d)

249,500

5,142

Summer Infant, Inc. (a)

710,784

3,078

11,146

Media - 1.3%

Central European Media Enterprises Ltd. Class A (a)

80,200

8,532

Comcast Corp. Class A

282,700

6,361

Sports Properties Acquisition Corp. unit

315,300

3,112

Time Warner, Inc.

519,100

8,243

26,248

Specialty Retail - 1.1%

Lowe's Companies, Inc.

355,000

8,520

OfficeMax, Inc.

131,400

2,849

Ross Stores, Inc.

90,000

3,296

TJX Companies, Inc.

289,600

9,285

23,950

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 1.6%

Carter's, Inc. (a)

361,900

$ 5,392

LVMH Moet Hennessy - Louis Vuitton

35,900

4,200

Polo Ralph Lauren Corp. Class A

76,500

5,344

Ports Design Ltd.

2,107,600

6,482

Under Armour, Inc. Class A (sub. vtg.) (a)(d)

320,800

11,485

32,903

TOTAL CONSUMER DISCRETIONARY

167,781

CONSUMER STAPLES - 12.4%

Beverages - 2.0%

Coca-Cola Femsa SA de CV sponsored ADR

130,100

8,118

Diageo PLC sponsored ADR

62,300

4,898

Molson Coors Brewing Co. Class B

110,300

6,397

PepsiCo, Inc.

170,000

11,611

The Coca-Cola Co.

199,500

11,423

42,447

Food & Staples Retailing - 2.8%

Costco Wholesale Corp.

116,400

8,302

CVS Caremark Corp.

243,200

10,407

Sysco Corp.

168,400

5,197

United Natural Foods, Inc. (a)

515,600

10,967

Wal-Mart Stores, Inc.

287,800

16,618

Whole Foods Market, Inc.

117,000

3,393

X5 Retail Group NV GDR (a)(f)

137,500

5,088

59,972

Food Products - 5.1%

Bunge Ltd.

57,300

6,840

Corn Products International, Inc.

153,000

7,193

Darling International, Inc. (a)

200,000

3,222

Dean Foods Co.

183,100

3,982

Green Mountain Coffee Roasters, Inc. (a)(d)

1,145,700

49,444

Hain Celestial Group, Inc. (a)

329,600

9,483

Marine Harvest ASA (a)(d)

13,377,000

9,020

Nestle SA (Reg.)

10,726

5,274

Tyson Foods, Inc. Class A

276,500

5,209

Unilever NV (NY Shares)

120,000

3,931

Wimm-Bill-Dann Foods OJSC sponsored ADR

24,200

3,027

106,625

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Household Products - 1.7%

Colgate-Palmolive Co.

90,500

$ 6,730

Energizer Holdings, Inc. (a)

86,900

7,090

Procter & Gamble Co.

326,500

21,565

35,385

Personal Products - 0.5%

Avon Products, Inc.

248,900

9,722

Tobacco - 0.3%

British American Tobacco PLC sponsored ADR

100,000

7,537

TOTAL CONSUMER STAPLES

261,688

ENERGY - 7.7%

Energy Equipment & Services - 0.8%

ION Geophysical Corp. (a)(d)

252,800

4,143

Nabors Industries Ltd. (a)

112,200

4,717

North American Energy Partners, Inc. (a)

251,400

4,500

SBM Offshore NV

110,396

4,383

17,743

Oil, Gas & Consumable Fuels - 6.9%

Canadian Natural Resources Ltd.

53,100

5,197

Denbury Resources, Inc. (a)

168,400

5,731

Exxon Mobil Corp.

284,900

25,288

Hess Corp.

87,200

10,709

Lukoil Oil Co. sponsored ADR

68,800

7,706

Niko Resources Ltd.

44,400

4,120

Noble Energy, Inc.

42,100

4,103

OAO Gazprom sponsored ADR

169,200

10,237

OJSC Rosneft unit

578,600

7,030

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

167,300

10,112

Plains Exploration & Production Co. (a)

71,295

5,096

Quicksilver Resources, Inc. (a)

263,100

9,585

SouthGobi Energy Resources Ltd. (a)

613,200

10,369

Southwestern Energy Co. (a)

117,600

5,214

Suncor Energy, Inc.

92,400

6,307

Ultra Petroleum Corp. (a)

70,900

6,166

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Williams Companies, Inc.

161,400

$ 6,140

XTO Energy, Inc.

82,650

5,258

144,368

TOTAL ENERGY

162,111

FINANCIALS - 11.5%

Capital Markets - 1.7%

Charles Schwab Corp.

1,078,100

23,912

EFG International

113,920

4,268

T. Rowe Price Group, Inc.

143,000

8,283

36,463

Commercial Banks - 2.1%

Associated Banc-Corp.

120,100

3,280

BOK Financial Corp.

58,100

3,383

City Holding Co.

100,000

4,302

M&T Bank Corp. (d)

69,900

6,058

PNC Financial Services Group, Inc.

128,100

8,230

UMB Financial Corp.

205,900

10,742

Wachovia Corp.

311,100

7,404

43,399

Diversified Financial Services - 3.4%

Bolsa de Mercadorias & Futuros - BM&F SA

503,300

5,768

Bovespa Holding SA

327,900

5,399

CIT Group, Inc.

91,600

916

Citigroup, Inc.

587,400

12,858

Climate Exchange PLC (a)

100,800

4,057

CME Group, Inc. (d)

37,400

16,093

Deutsche Boerse AG

51,000

7,318

Hong Kong Exchanges & Clearing Ltd.

165,000

2,833

KKR Financial Holdings LLC

250,000

3,040

MSCI, Inc. Class A

142,000

5,048

NYMEX Holdings, Inc.

92,300

8,383

71,713

Insurance - 3.6%

AFLAC, Inc.

164,800

11,063

American International Group, Inc.

535,800

19,289

Assured Guaranty Ltd.

427,200

9,868

Berkshire Hathaway, Inc. Class A (a)

177

23,833

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - continued

IPC Holdings Ltd.

182,200

$ 5,174

The Chubb Corp.

120,100

6,457

75,684

Thrifts & Mortgage Finance - 0.7%

Bank Mutual Corp.

583,000

6,465

Fannie Mae

100,000

2,702

MGIC Investment Corp.

394,000

4,736

Washington Mutual, Inc.

188,800

1,703

15,606

TOTAL FINANCIALS

242,865

HEALTH CARE - 12.4%

Biotechnology - 3.6%

Alexion Pharmaceuticals, Inc. (a)

59,900

4,274

Alnylam Pharmaceuticals, Inc. (a)

266,600

7,699

Amylin Pharmaceuticals, Inc. (a)(d)

136,200

4,327

Celgene Corp. (a)

117,600

7,157

Cepheid, Inc. (a)

230,600

6,069

CSL Ltd.

335,477

12,762

CytRx Corp. (d)

1,751,004

1,541

Diagnocure, Inc. (a)

920,700

2,595

Genomic Health, Inc. (a)(d)

288,300

4,988

Gilead Sciences, Inc. (a)

115,800

6,406

GTx, Inc. (a)(d)

297,068

4,462

Memory Pharmaceuticals Corp. (a)

1,606,400

805

Myriad Genetics, Inc. (a)

49,700

2,406

OREXIGEN Therapeutics, Inc.

226,300

1,971

RXi Pharmaceuticals Corp. (d)

498,212

4,823

Vertex Pharmaceuticals, Inc. (a)

134,100

3,839

76,124

Health Care Equipment & Supplies - 3.3%

Becton, Dickinson & Co.

95,400

8,057

C.R. Bard, Inc.

67,500

6,156

Gen-Probe, Inc. (a)

119,400

6,799

Heartware Ltd. (a)

3,225,734

1,542

Hologic, Inc. (a)(d)

184,704

4,438

Insulet Corp.

192,400

3,136

IRIS International, Inc. (a)

233,234

3,690

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Meridian Bioscience, Inc.

320,995

$ 9,415

Mindray Medical International Ltd. sponsored ADR

224,500

9,407

Quidel Corp. (a)

505,500

8,629

ThermoGenesis Corp. (a)(e)

5,465,243

8,034

69,303

Health Care Providers & Services - 1.6%

Assisted Living Concepts, Inc. Class A (a)(d)

508,300

3,406

athenahealth, Inc. (d)

243,000

7,696

Capital Senior Living Corp. (a)

611,000

4,912

Dialysis Corp. of America (a)

254,254

1,856

Emeritus Corp. (a)

175,208

3,720

Henry Schein, Inc. (a)

123,300

6,870

LHC Group, Inc. (a)(d)

227,133

4,922

33,382

Health Care Technology - 0.4%

Cerner Corp. (a)(d)

126,700

5,748

MedAssets, Inc.

202,000

3,608

9,356

Life Sciences Tools & Services - 1.9%

Applera Corp. - Celera Genomics Group (a)

279,600

3,601

Covance, Inc. (a)

74,700

6,124

Illumina, Inc. (a)

101,400

7,958

Pharmaceutical Product Development, Inc.

107,600

4,757

QIAGEN NV (a)

618,200

12,308

Techne Corp. (a)

52,100

4,090

38,838

Pharmaceuticals - 1.6%

Elan Corp. PLC sponsored ADR (a)

251,200

6,290

Inspire Pharmaceuticals, Inc. (a)

302,500

1,186

Nexmed, Inc. (a)(e)

6,399,067

8,383

Schering-Plough Corp.

207,000

4,223

Teva Pharmaceutical Industries Ltd. sponsored ADR

79,800

3,649

Wyeth

150,700

6,702

XenoPort, Inc. (a)

72,300

3,129

33,562

TOTAL HEALTH CARE

260,565

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 16.8%

Aerospace & Defense - 2.6%

General Dynamics Corp.

200,300

$ 18,458

Lockheed Martin Corp.

63,000

6,895

Raytheon Co.

197,000

12,580

Rockwell Collins, Inc.

178,300

10,942

Stanley, Inc. (a)

100,000

3,156

Taser International, Inc. (a)(d)

332,800

2,340

54,371

Air Freight & Logistics - 1.8%

C.H. Robinson Worldwide, Inc.

164,700

10,623

Expeditors International of Washington, Inc.

114,200

5,377

Forward Air Corp.

182,700

6,769

Hub Group, Inc. Class A (a)

233,916

8,440

UTI Worldwide, Inc.

268,000

6,368

37,577

Commercial Services & Supplies - 4.4%

Clean Harbors, Inc. (a)(d)

294,600

20,925

Copart, Inc. (a)

50,000

2,250

Corrections Corp. of America (a)

473,700

12,212

Equifax, Inc.

126,600

4,831

Fuel Tech, Inc. (a)(d)

197,387

5,022

Healthcare Services Group, Inc.

566,600

9,995

Monster Worldwide, Inc. (a)(d)

158,600

3,916

PHH Corp. (a)

200,000

3,766

Robert Half International, Inc.

165,500

4,068

Stericycle, Inc. (a)

80,200

4,676

Tetra Tech, Inc. (a)(d)

268,500

7,099

Waste Management, Inc.

345,900

13,120

91,880

Construction & Engineering - 0.5%

Doosan Heavy Industries & Construction Co. Ltd.

21,610

2,574

Grupo Acciona SA

11,000

3,127

Quanta Services, Inc. (a)

175,101

5,610

11,311

Electrical Equipment - 6.1%

Evergreen Solar, Inc. (a)(d)

1,738,759

18,083

First Solar, Inc. (a)

30,800

8,240

JA Solar Holdings Co. Ltd. ADR (a)

210,000

4,467

Q-Cells AG (a)(d)

251,200

30,540

Renewable Energy Corp. AS (a)(d)

1,130,500

33,573

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Electrical Equipment - continued

Roth & Rau AG (a)(d)

27,981

$ 6,902

SolarWorld AG (d)

170,500

8,801

Sunpower Corp. Class A (a)

51,500

4,218

Suntech Power Holdings Co. Ltd. sponsored ADR (a)(d)

304,800

12,966

127,790

Machinery - 1.2%

Badger Meter, Inc.

93,900

4,615

ITT Corp.

160,400

10,586

Kadant, Inc. (a)

167,500

4,477

Pentair, Inc.

128,500

4,810

24,488

Road & Rail - 0.2%

Landstar System, Inc.

91,300

5,087

TOTAL INDUSTRIALS

352,504

INFORMATION TECHNOLOGY - 20.2%

Communications Equipment - 4.3%

Ciena Corp. (a)

186,500

5,699

Cisco Systems, Inc. (a)

1,724,100

46,068

Corning, Inc.

807,100

22,066

Harris Corp.

133,100

8,755

Juniper Networks, Inc. (a)

253,600

6,979

89,567

Computers & Peripherals - 2.0%

Apple, Inc. (a)

100,500

18,969

EMC Corp. (a)

603,500

10,525

International Business Machines Corp.

100,000

12,943

42,437

Electronic Equipment & Instruments - 1.6%

Acacia Research Corp. - Acacia Technologies (a)

612,800

3,328

Everlight Electronics Co. Ltd.

854,000

3,019

Hon Hai Precision Industry Co. Ltd. (Foxconn)

1,222,080

6,912

Itron, Inc. (a)(d)

112,000

10,929

Motech Industries, Inc.

578,674

4,928

Universal Display Corp. (a)(d)

280,700

4,269

33,385

Internet Software & Services - 4.0%

Akamai Technologies, Inc. (a)

220,800

8,622

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

Constant Contact, Inc. (d)

205,300

$ 3,942

DealerTrack Holdings, Inc. (a)

127,300

2,678

Equinix, Inc. (a)

104,500

9,979

Google, Inc. Class A (sub. vtg.) (a)

63,100

36,964

Omniture, Inc. (a)

483,690

11,923

Terremark Worldwide, Inc. (a)

779,900

4,913

VistaPrint Ltd. (a)

139,407

4,366

83,387

IT Services - 2.3%

Fidelity National Information Services, Inc.

103,200

4,157

Hewitt Associates, Inc. Class A (a)

150,800

5,905

ManTech International Corp. Class A (a)

50,000

2,522

NCI, Inc. Class A (a)

100,000

2,100

Paychex, Inc.

200,000

6,910

SAIC, Inc. (a)

150,000

2,990

The Western Union Co.

449,000

10,614

Visa, Inc.

155,300

13,412

48,610

Semiconductors & Semiconductor Equipment - 3.3%

Advanced Analog Technology, Inc.

539,000

2,366

Applied Materials, Inc.

527,000

10,440

ARM Holdings PLC sponsored ADR

1,409,400

8,795

ASML Holding NV (NY Shares)

247,566

7,417

AuthenTec, Inc.

100,000

1,363

Epistar Corp.

1,032,000

2,816

Global Mixed-mode Technology, Inc.

469,000

2,760

Hittite Microwave Corp. (a)

133,900

5,349

Intel Corp.

837,200

19,406

Richtek Technology Corp.

512,050

4,798

Siliconware Precision Industries Co. Ltd. sponsored ADR

509,378

4,325

69,835

Software - 2.7%

Adobe Systems, Inc. (a)

209,600

9,235

Autonomy Corp. PLC (a)

1,078,300

18,936

Concur Technologies, Inc. (a)

135,000

4,950

Nuance Communications, Inc. (a)

274,700

5,417

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Quality Systems, Inc. (d)

167,700

$ 5,522

Salesforce.com, Inc. (a)

187,800

13,580

57,640

TOTAL INFORMATION TECHNOLOGY

424,861

MATERIALS - 3.6%

Chemicals - 1.1%

ADA-ES, Inc. (a)

203,246

1,994

Calgon Carbon Corp. (a)

273,500

4,846

E.I. du Pont de Nemours & Co.

106,000

5,078

Ecolab, Inc.

182,600

8,186

Zoltek Companies, Inc. (a)(d)

117,800

3,561

23,665

Metals & Mining - 2.3%

ArcelorMittal SA (NY Shares) Class A

71,100

7,062

Goldcorp, Inc.

176,600

7,105

Ivanhoe Mines Ltd. (a)

481,800

4,447

Rio Tinto PLC (Reg.)

38,858

4,674

Searchlight Minerals Corp. (a)

488,161

1,216

Steel Dynamics, Inc.

164,800

5,949

Timminco Ltd. (a)(d)

553,600

16,995

47,448

Paper & Forest Products - 0.2%

Stella-Jones, Inc.

127,800

4,115

TOTAL MATERIALS

75,228

TELECOMMUNICATION SERVICES - 1.7%

Diversified Telecommunication Services - 1.4%

AT&T, Inc.

200,000

7,980

Qwest Communications International, Inc. (d)

674,400

3,271

Time Warner Telecom, Inc. Class A (sub. vtg.) (a)

327,200

6,119

Verizon Communications, Inc.

327,000

12,580

29,950

Wireless Telecommunication Services - 0.3%

America Movil SAB de CV Series L sponsored ADR

85,600

5,116

TOTAL TELECOMMUNICATION SERVICES

35,066

Common Stocks - continued

Shares

Value (000s)

UTILITIES - 3.3%

Electric Utilities - 1.6%

Entergy Corp.

94,100

$ 11,364

Exelon Corp.

169,400

14,907

FPL Group, Inc.

92,900

6,273

32,544

Independent Power Producers & Energy Traders - 0.5%

AES Corp. (a)

528,300

10,291

Multi-Utilities - 1.0%

NSTAR

294,800

9,885

Veolia Environnement sponsored ADR

75,200

5,356

Wisconsin Energy Corp.

90,000

4,324

YTL Corp. Bhd

993,500

2,300

21,865

Water Utilities - 0.2%

Cascal BV

340,000

3,910

TOTAL UTILITIES

68,610

TOTAL COMMON STOCKS

(Cost $1,788,022)

2,051,279

Convertible Preferred Stocks - 0.7%

FINANCIALS - 0.7%

Commercial Banks - 0.2%

East West Bancorp, Inc. Series A, 8.00%

3,500

3,654

Diversified Financial Services - 0.2%

CIT Group, Inc. Series C, 8.75%

17,000

911

Ning, Inc. Series D 8.00% (g)

419,580

3,000

3,911

Thrifts & Mortgage Finance - 0.3%

Washington Mutual, Inc.

65

6,701

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $13,850)

14,266

Money Market Funds - 11.4%

Shares

Value (000s)

Fidelity Cash Central Fund, 2.44% (b)

36,495,833

$ 36,496

Fidelity Securities Lending Cash Central Fund, 2.42% (b)(c)

203,334,913

203,335

TOTAL MONEY MARKET FUNDS

(Cost $239,831)

239,831

TOTAL INVESTMENT PORTFOLIO - 109.7%

(Cost $2,041,703)

2,305,376

NET OTHER ASSETS - (9.7)%

(203,707)

NET ASSETS - 100%

$ 2,101,669

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $5,088,000 or 0.2% of net assets.

(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 $3,000,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Ning, Inc.
Series D 8.00%

3/19/08

$ 3,000

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
(Amount in thousands)

Fidelity Cash Central Fund

$ 905

Fidelity Securities Lending Cash Central Fund

1,968

Total

$ 2,873

Other Affiliated Issuers

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

Affiliates
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Nexmed, Inc.

$ 8,895

$ -

$ -

$ -

$ 8,383

Summer Infant, Inc.

4,545

-

808

-

-

ThermoGenesis Corp.

11,750

-

-

-

8,034

Total

$ 25,190

$ -

$ 808

$ -

$ 16,417

Other Information

The following is a summary of the inputs used, as of May 31, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

<Click Here>Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities

$ 2,305,376

$ 2,286,436

$ 15,940

$ 3,000

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

Investments in Securities
(Amount in thousands)

Beginning Balance

$ -

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

3,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfer in/out of Level 3

-

Ending Balance

$ 3,000

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

Other Information

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

United States of America

75.1%

Canada

3.4%

Germany

2.6%

United Kingdom

2.2%

Norway

2.0%

Bermuda

2.0%

Hong Kong

1.8%

Netherlands

1.8%

Taiwan

1.4%

Cayman Islands

1.4%

Russia

1.3%

Brazil

1.1%

Others (individually less than 1%)

3.9%

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 amount)

May 31, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $202,505) - See accompanying schedule:

Unaffiliated issuers (cost $1,772,243)

$ 2,049,128

Fidelity Central Funds (cost $239,831)

239,831

Other affiliated issuers (cost $29,629)

16,417

Total Investments (cost $2,041,703)

$ 2,305,376

Receivable for investments sold
Regular delivery

30,975

Delayed delivery

49

Receivable for fund shares sold

1,306

Dividends receivable

2,040

Distributions receivable from Fidelity Central Funds

404

Prepaid expenses

4

Other receivables

60

Total assets

2,340,214

Liabilities

Payable for investments purchased

$ 31,498

Payable for fund shares redeemed

1,798

Accrued management fee

1,506

Other affiliated payables

355

Other payables and accrued expenses

53

Collateral on securities loaned, at value

203,335

Total liabilities

238,545

Net Assets

$ 2,101,669

Net Assets consist of:

Paid in capital

$ 1,864,752

Undistributed net investment income

2,762

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(29,517)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

263,672

Net Assets, for 75,227 shares outstanding

$ 2,101,669

Net Asset Value, offering price and redemption price per share ($2,101,669 ÷ 75,227 shares)

$ 27.94

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 May 31, 2008 (Unaudited)

Investment Income

Dividends

$ 10,633

Interest

106

Income from Fidelity Central Funds (including $1,968 from security lending)

2,873

Total income

13,612

Expenses

Management fee
Basic fee

$ 6,336

Performance adjustment

2,778

Transfer agent fees

1,812

Accounting and security lending fees

332

Custodian fees and expenses

72

Independent trustees' compensation

4

Registration fees

45

Audit

30

Legal

7

Miscellaneous

65

Total expenses before reductions

11,481

Expense reductions

(73)

11,408

Net investment income (loss)

2,204

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

(21,893)

Other affiliated issuers

(276)

Foreign currency transactions

(230)

Total net realized gain (loss)

(22,399)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(111,917)

Assets and liabilities in foreign currencies

54

Total change in net unrealized appreciation (depreciation)

(111,863)

Net gain (loss)

(134,262)

Net increase (decrease) in net assets resulting from operations

$ (132,058)

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
May 31, 2008
(Unaudited)

Year ended
November 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 2,204

$ 2,301

Net realized gain (loss)

(22,399)

366,050

Change in net unrealized appreciation (depreciation)

(111,863)

(12,729)

Net increase (decrease) in net assets resulting
from operations

(132,058)

355,622

Distributions to shareholders from net investment income

(1,372)

-

Distributions to shareholders from net realized gain

(272,383)

(671,384)

Total distributions

(273,755)

(671,384)

Share transactions
Proceeds from sales of shares

195,372

298,090

Reinvestment of distributions

257,044

620,141

Cost of shares redeemed

(220,071)

(782,472)

Net increase (decrease) in net assets resulting from share transactions

232,345

135,759

Total increase (decrease) in net assets

(173,468)

(180,003)

Net Assets

Beginning of period

2,275,137

2,455,140

End of period (including undistributed net investment income of $2,762 and undistributed net investment income of $3,238, respectively)

$ 2,101,669

$ 2,275,137

Other Information

Shares

Sold

6,868

9,118

Issued in reinvestment of distributions

8,600

20,949

Redeemed

(8,100)

(24,354)

Net increase (decrease)

7,368

5,713

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

Semiannual Report

Financial Highlights

Six months ended
May 31, 2008

Years ended November 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 33.53

$ 39.51

$ 34.11

$ 30.71

$ 30.27

$ 23.97

Income from
Investment Operations

Net investment income (loss) E

.03

.03

(.03)

- K

(.05) H

- I, K

Net realized and unrealized gain (loss)

(1.64)

4.78

5.43

3.40

.50

6.30

Total from investment operations

(1.61)

4.81

5.40

3.40

.45

6.30

Distributions from net investment income

(.02)

-

-

-

(.01)

-

Distributions from net realized gain

(3.96)

(10.79)

-

-

-

-

Total distributions

(3.98)

(10.79)

-

-

(.01)

-

Net asset value, end of period

$ 27.94

$ 33.53

$ 39.51

$ 34.11

$ 30.71

$ 30.27

Total Return B, C, D

(5.55)%

16.29%

15.83%

11.07%

1.49%

26.28%

Ratios to Average Net Assets F, J

Expenses before reductions

1.10% A

.94%

.93%

.86%

.96%

.81%

Expenses net of fee waivers, if any

1.10% A

.94%

.93%

.86%

.96%

.81%

Expenses net of all reductions

1.09% A

.93%

.91%

.80%

.92%

.76%

Net investment income (loss)

.21% A

.10%

(.07)%

(.01)%

(.18)%

.02%

Supplemental Data

Net assets, end of period (in millions)

$ 2,102

$ 2,275

$ 2,455

$ 3,411

$ 3,550

$ 3,621

Portfol io turnover rate G

94% A

87%

147%

120%

96%

97%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the former sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.03 per share. I Investment income per share reflects a special dividend which amounted to $.02 per share. J Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund. K Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2008 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

Fidelity New Millennium Fund (the Fund) is a fund of Fidelity Mt. Vernon 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.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds,

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1

Quoted prices in active markets for identical securities.

Level 2

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3

Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

A summary of the inputs used as of May 31, 2008, in valuing the Fund's investments, as well as a reconciliation of assets for which significant unobservable inputs (Level 3)

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

were used in determining value, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), redemptions in kind, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Unrealized appreciation

$ 393,424

Unrealized depreciation

(135,920)

Net unrealized appreciation (depreciation)

$ 257,504

Cost for federal income tax purposes

$ 2,047,872

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

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

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $992,272 and $966,011, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .87% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the Fund's transfer agent. For the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

period the transfer agent fees were equivalent to an annualized rate of .17% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $10 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $2 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $59 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody and transfer agent expenses by $2 and $12, respectively.

10. Other.

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

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $627, which is recorded in the accompanying Statement of Operations.

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

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on June 18, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

17,225,894,455.97

93.775

Withheld

1,143,576,838.95

6.225

TOTAL

18,369,471,294.92

100.000

Dennis J. Dirks

Affirmative

17,293,993,357.36

94.145

Withheld

1,075,477,937.56

5.855

TOTAL

18,369,471,294.92

100.000

Edward C. Johnson 3d

Affirmative

17,177,993,463.99

93.514

Withheld

1,191,477,830.93

6.486

TOTAL

18,369,471,294.92

100.000

Alan J. Lacy

Affirmative

17,280,786,578.16

94.073

Withheld

1,088,684,716.76

5.927

TOTAL

18,369,471,294.92

100.000

Ned C. Lautenbach

Affirmative

17,275,050,964.62

94.042

Withheld

1,094,420,330.30

5.958

TOTAL

18,369,471,294.92

100.000

Joseph Mauriello

Affirmative

17,289,869,110.18

94.123

Withheld

1,079,602,184.74

5.877

TOTAL

18,369,471,294.92

100.000

Cornelia M. Small

Affirmative

17,277,424,534.41

94.055

Withheld

1,092,046,760.51

5.945

TOTAL

18,369,471,294.92

100.000

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

17,208,188,881.25

93.678

Withheld

1,161,282,413.67

6.322

TOTAL

18,369,471,294.92

100.000

David M. Thomas

Affirmative

17,300,605,112.82

94.181

Withheld

1,068,866,182.10

5.819

TOTAL

18,369,471,294.92

100.000

Michael E. Wiley

Affirmative

17,286,179,501.56

94.103

Withheld

1,083,291,793.36

5.897

TOTAL

18,369,471,294.92

100.000

PROPOSAL 2

To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

13,315,613,624.71

72.488

Against

3,865,535,580.46

21.043

Abstain

915,660,441.98

4.985

Broker
Non-Votes

272,661,647.77

1.484

TOTAL

18,369,471,294.92

100.000

A Denotes trust-wide proposal and voting results.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

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

Semiannual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

NMF-USAN-0708
1.786815.105

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Mt. Vernon Street Trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Mt. Vernon Street Trust's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Mt. Vernon Street Trust

By:

/s/ Kenneth B. Robins

Kenneth B. Robins

President and Treasurer

Date:

August 1, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/ Kenneth B. Robins

Kenneth B. Robins

President and Treasurer

Date:

August 1, 2008

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

August 1, 2008