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)

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	November 30
Date of reporting period:	November 30, 2006

Item 1. Reports to Stockholders

Fidelity®

Aggressive Growth

Fund

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. or an affiliated company.

Annual Report

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

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

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:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended November 30, 2006	Past 1 year	Past 5 years	Past 10 years
Fidelity® Aggressive Growth Fund	12.59%	0.72%	2.94%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Aggressive Growth Fund on November 30, 1996. The chart shows how the value of your investment would have changed, and also shows how the Russell Midcap® Growth Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Steven Calhoun, Portfolio Manager of Fidelity® Aggressive Growth Fund

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial Average^SM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance, the Standard & Poor's 500^SM Index gained 14.23% and the NASDAQ Composite® Index returned 9.78%.

During the period, the fund returned 12.59%, versus 12.88% for the Russell Midcap® Growth Index. Weak stock selection in information technology - whose weighting I increased substantially during the period - and health care was detrimental. St. Jude Medical, a maker of ICDs (implantable cardiac defibrillators) and the fund's largest holding at period end, was by far its largest detractor. Product recalls by rival Guidant dampened demand across the entire ICD market. Our results also were hurt by Comverse Technology, a maker of communications hardware and software; Merge Technologies, a manufacturer of digital x-ray equipment; clothing retailer Urban Outfitters; and NAVTEQ, a maker of digital maps for vehicle navigation. Conversely, many of the fund's plays in materials - mainly agriculture-related stocks - performed well. The diversified financials segment of the financials sector also helped, as did favorable picks and an underweighting in energy, which - along with the consumer discretionary sector - I trimmed. For example, our top contributor was IntercontinentalExchange (ICE), an energy futures exchange, which benefited from increasing market share, together with a technological advantage over its primary rival. Also aiding our results was Indiabulls Financial Services, an India-based banking/brokerage company, as well as two fertilizer stocks, Potash Corp. of Saskatchewan and Agrium. In the technology sector, video game hardware and software provider Nintendo was a standout. I sold Urban Outfitters, NAVTEQ and ICE by period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, 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 Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2006 to November 30, 2006).

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.

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.

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 June 1, 2006	Ending Account Value November 30, 2006	Expenses Paid During Period* June 1, 2006 to November 30, 2006
Actual	$ 1,000.00	$ 1,121.40	$ 3.94
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,021.36	$ 3.75

* Expenses are equal to the Fund's annualized expense ratio of .74%; multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
St. Jude Medical, Inc.	5.6	3.2
Broadcom Corp. Class A	2.7	2.0
Potash Corp. of Saskatchewan, Inc.	2.5	2.0
Comverse Technology, Inc.	2.4	2.0
Nintendo Co. Ltd.	2.4	1.0
Marvell Technology Group Ltd.	2.4	1.0
PMC-Sierra, Inc.	2.3	1.0
Deere & Co.	2.2	1.0
ASML Holding NV (NY Shares)	2.2	1.5
Monsanto Co.	2.1	2.1
	26.8
Top Five Market Sectors as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	34.5	27.7
Health Care	29.3	28.4
Industrials	9.2	11.5
Materials	9.1	6.0
Energy	7.2	10.5

Asset Allocation (% of fund's net assets)
As of November 30, 2006 *			As of May 31, 2006 **
	Stocks 99.9%			Stocks 100.0%
	Short-Term Investments and Net Other Assets 0.1%			Short-Term Investments and Net Other Assets 0.0%
* Foreign investments		20.0%	** Foreign investments		17.5%

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Common Stocks - 99.9%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 4.4%
Hotels, Restaurants & Leisure - 0.5%
Life Time Fitness, Inc. (a)	393,460		$ 19,402
Internet & Catalog Retail - 0.8%
Coldwater Creek, Inc. (a)	1,289,884		32,441
Leisure Equipment & Products - 0.6%
Marvel Entertainment, Inc. (a)(d)	787,300		22,123
Specialty Retail - 2.5%
Abercrombie & Fitch Co. Class A	1,123,000		75,735
PETsMART, Inc.	641,380		18,972
Williams-Sonoma, Inc.	34,500		1,094
			95,801
TOTAL CONSUMER DISCRETIONARY			169,767
ENERGY - 7.2%
Energy Equipment & Services - 2.1%
FMC Technologies, Inc. (a)	689,100		41,353
W-H Energy Services, Inc. (a)	861,400		41,132
			82,485
Oil, Gas & Consumable Fuels - 5.1%
Chesapeake Energy Corp.	1,195,300		40,676
EOG Resources, Inc.	528,000		37,240
Quicksilver Resources, Inc. (a)	795,740		33,668
Range Resources Corp.	1,377,400		42,823
Ultra Petroleum Corp. (a)	755,743		40,735
			195,142
TOTAL ENERGY			277,627
FINANCIALS - 3.1%
Capital Markets - 2.5%
Greenhill & Co., Inc. (d)	320,000		22,307
Indiabulls Financial Services Ltd.	4,029,585		51,621
Jefferies Group, Inc.	697,800		20,229
			94,157
Diversified Financial Services - 0.6%
Financial Technology (India) Ltd.	518,427		24,406
TOTAL FINANCIALS			118,563
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - 29.3%
Biotechnology - 5.1%
Alnylam Pharmaceuticals, Inc. (a)(d)(e)	2,435,519		$ 52,291
Amylin Pharmaceuticals, Inc. (a)	413,200		16,528
Celgene Corp. (a)	782,000		43,581
PDL BioPharma, Inc. (a)	2,081,400		47,269
Telik, Inc. (a)(d)	2,253,985		38,340
			198,009
Health Care Equipment & Supplies - 18.4%
Advanced Medical Optics, Inc. (a)(d)	952,600		33,351
ArthroCare Corp. (a)	453,466		18,896
Conceptus, Inc. (a)	1,082,708		24,826
Cyberonics, Inc. (a)(d)(e)	2,506,400		61,156
Haemonetics Corp. (a)	836,500		37,877
Hologic, Inc. (a)	391,000		19,562
Immucor, Inc. (a)	824,800		22,187
Intuitive Surgical, Inc. (a)	196,650		19,984
Mentor Corp.	362,600		18,112
NeuroMetrix, Inc. (a)(e)	984,350		17,964
Northstar Neuroscience, Inc. (e)	1,363,900		16,462
NuVasive, Inc. (a)(e)	3,272,150		75,259
PolyMedica Corp. (d)	491,735		19,458
Respironics, Inc. (a)	1,106,600		39,904
Sirona Dental Systems, Inc.	1,339,389		49,504
Somanetics Corp. (a)(e)	991,100		19,217
St. Jude Medical, Inc. (a)	5,749,900		214,293
			708,012
Health Care Technology - 1.4%
Eclipsys Corp. (a)	1,779,343		37,669
Merge Technologies, Inc. (a)(d)(e)	2,884,325		17,566
			55,235
Life Sciences Tools & Services - 1.0%
Ventana Medical Systems, Inc. (a)	907,718		38,206
Pharmaceuticals - 3.4%
Allergan, Inc.	509,006		59,340
Sepracor, Inc. (a)	1,281,626		71,528
			130,868
TOTAL HEALTH CARE			1,130,330
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - 9.2%
Construction & Engineering - 2.8%
Infrasource Services, Inc. (a)(e)	2,392,400		$ 51,700
Quanta Services, Inc. (a)(d)	3,063,595		56,156
			107,856
Electrical Equipment - 2.2%
Energy Conversion Devices, Inc. (a)(d)	1,030,712		39,353
Suntech Power Holdings Co. Ltd. sponsored ADR (a)(d)	717,400		21,472
Suzlon Energy Ltd.	717,684		23,362
			84,187
Industrial Conglomerates - 1.6%
McDermott International, Inc. (a)	1,171,400		61,007
Machinery - 2.2%
Deere & Co.	898,100		86,218
Marine - 0.1%
Diana Shipping, Inc.	246,000		3,779
Road & Rail - 0.3%
Guangshen Railway Co. Ltd. (H Shares)	25,342,000		12,673
TOTAL INDUSTRIALS			355,720
INFORMATION TECHNOLOGY - 34.5%
Communications Equipment - 5.8%
Adtran, Inc.	1,715,358		37,378
Comverse Technology, Inc. (a)	4,850,193		94,676
Juniper Networks, Inc. (a)	3,413,600		72,676
Redback Networks, Inc. (a)	1,229,213		18,094
			222,824
Computers & Peripherals - 1.1%
Seagate Technology (a)	1,622,800		41,803
Electronic Equipment & Instruments - 0.5%
L-1 Identity Solutions, Inc. (a)(d)	1,285,700		21,548
Internet Software & Services - 2.3%
Bankrate, Inc. (a)(d)(e)	1,280,150		46,725
ValueClick, Inc. (a)	1,720,600		42,791
			89,516
IT Services - 3.1%
Cognizant Technology Solutions Corp. Class A (a)	512,000		41,759
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Mastercard, Inc. Class A (d)	393,551		$ 40,044
Paychex, Inc.	985,000		38,819
			120,622
Semiconductors & Semiconductor Equipment - 13.5%
ARM Holdings PLC sponsored ADR	5,707,200		40,521
ASML Holding NV (NY Shares) (a)	3,378,800		84,132
Broadcom Corp. Class A (a)	3,115,700		102,288
Lam Research Corp. (a)	973,400		51,201
Marvell Technology Group Ltd. (a)	4,394,530		90,703
NVIDIA Corp. (a)	1,082,073		40,026
PMC-Sierra, Inc. (a)(d)(e)	11,630,329		88,507
Renewable Energy Corp. AS (a)(d)	1,265,750		23,318
			520,696
Software - 8.2%
Electronic Arts, Inc. (a)	1,329,300		74,241
Hyperion Solutions Corp. (a)	1,074,341		39,493
Informatica Corp. (a)	3,007,400		36,239
Intuit, Inc. (a)(d)	1,082,000		34,061
Nintendo Co. Ltd.	392,300		93,510
Wind River Systems, Inc. (a)	3,505,331		37,542
			315,086
TOTAL INFORMATION TECHNOLOGY			1,332,095
MATERIALS - 9.1%
Chemicals - 7.6%
Agrium, Inc.	1,913,100		58,731
Monsanto Co.	1,648,254		79,232
Mosaic Co. (a)(d)	2,799,300		59,625
Potash Corp. of Saskatchewan, Inc.	688,222		96,860
			294,448
Metals & Mining - 1.5%
Allegheny Technologies, Inc.	617,938		55,398
TOTAL MATERIALS			349,846
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - 2.1%
Diversified Telecommunication Services - 2.1%
Level 3 Communications, Inc. (a)(d)	9,110,000		$ 48,647
Qwest Communications International, Inc. (a)	4,042,610		31,088
			79,735
UTILITIES - 1.0%
Independent Power Producers & Energy Traders - 1.0%
Ormat Technologies, Inc.	1,070,404		39,434
TOTAL COMMON STOCKS (Cost $3,660,238)		3,853,117
Convertible Preferred Stocks - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Chorum Technologies, Inc. Series E (a)(f) (Cost $1,452)	96,800		0
Money Market Funds - 8.0%
Fidelity Cash Central Fund, 5.35% (b)	47,482,998		47,483
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	260,393,024		260,393
TOTAL MONEY MARKET FUNDS (Cost $307,876)		307,876
TOTAL INVESTMENT PORTFOLIO - 107.9% (Cost $3,969,566)			4,160,993
NET OTHER ASSETS - (7.9)%			(302,884)
NET ASSETS - 100%		$ 3,858,109

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) 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 $0 or 0.0% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Chorum Technologies, Inc. Series E	9/19/00	$ 1,669

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	$ 2,350
Fidelity Securities Lending Cash Central Fund	1,469
Total	$ 3,819

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
Alnylam Pharmaceuticals, Inc.	$ 20,009	$ 11,639	$ -	$ -	$ 52,291
American Medical Systems Holdings, Inc.	87,111	5,731	94,699	-	-
Bankrate, Inc.	-	54,032	-	-	46,725
Cyberonics, Inc.	70,706	-	-	-	61,156
Energy Conversion Devices, Inc.	-	111,269	57,339	-	-
Infrasource Services, Inc.	-	49,508	8,389	-	51,700
Ixia	51,450	8,245	53,931	-	-
Martek Biosciences	45,273	16,377	78,269	-	-
Medicis Pharmaceutical Corp. Class A	45,673	99,252	141,613	225	-
Merge Technologies, Inc.	-	43,202	-	-	17,566
NeuroMetrix, Inc.	21,797	6,875	1,818	-	17,964

Other Affiliated Issuers - continued

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Northstar Neuroscience, Inc.	$ -	$ 19,706	$ -	$ -	$ 16,462
NuVasive, Inc.	37,954	18,851	-	-	75,259
PMC-Sierra, Inc.	28,343	62,570	10,862	-	88,507
Somanetics Corp.	-	20,976	-	-	19,217
Wind River Systems, Inc.	-	79,226	33,028	-	-
Total	$ 408,316	$ 607,459	$ 479,948	$ 225	$ 446,847

Other Information

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

United States of America	80.0%
Canada	5.1%
India	2.6%
Japan	2.4%
Bermuda	2.4%
Netherlands	2.2%
Cayman Islands	1.7%
Panama	1.6%
United Kingdom	1.0%
Others (individually less than 1%)	1.0%
	100.0%

Income Tax Information

At November 30, 2006, the fund had a capital loss carryforward of approximately $11,634,388,000 of which $6,506,908,000, $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.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	November 30, 2006
Assets
Investment in securities, at value (including securities loaned of $255,594) - See accompanying schedule: Unaffiliated issuers (cost $3,141,668)	$ 3,406,270
Fidelity Central Funds (cost $307,876)	307,876
Other affiliated issuers (cost $520,022)	446,847
Total Investments (cost $3,969,566)		$ 4,160,993
Receivable for investments sold		469
Receivable for fund shares sold		2,144
Dividends receivable		650
Interest receivable		219
Other receivables		279
Total assets		4,164,754
Liabilities
Payable for investments purchased	$ 33,667
Payable for fund shares redeemed	6,439
Accrued management fee	1,182
Other affiliated payables	1,204
Other payables and accrued expenses	3,760
Collateral on securities loaned, at value	260,393
Total liabilities		306,645
Net Assets		$ 3,858,109
Net Assets consist of:
Paid in capital		$ 15,328,013
Accumulated net investment loss		(110)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(11,657,563)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		187,769
Net Assets, for 196,076 shares outstanding		$ 3,858,109
Net Asset Value, offering price and redemption price per share ($3,858,109 ÷ 196,076 shares)		$ 19.68

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended November 30, 2006
Investment Income
Dividends (including $225 earned from other affiliated issuers)		$ 15,266
Special dividends		10,258
Interest		65
Income from Fidelity Central Funds		3,819
Total income		29,408
Expenses
Management fee Basic fee	$ 24,644
Performance adjustment	(9,341)
Transfer agent fees	13,119
Accounting and security lending fees	1,033
Custodian fees and expenses	198
Independent trustees' compensation	16
Registration fees	32
Audit	80
Legal	73
Interest	9
Miscellaneous	1,016
Total expenses before reductions	30,879
Expense reductions	(806)	30,073
Net investment income (loss)		(665)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	472,369
Other affiliated issuers	(11,849)
Foreign currency transactions	698
Total net realized gain (loss)		461,218
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $3,658)		(1,249)
Net gain (loss)		459,969
Net increase (decrease) in net assets resulting from operations		$ 459,304

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2006	Year ended November 30, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (665)	$ (5,210)
Net realized gain (loss)	461,218	837,776
Change in net unrealized appreciation (depreciation)	(1,249)	(432,568)
Net increase (decrease) in net assets resulting from operations	459,304	399,998
Share transactions Proceeds from sales of shares	427,318	536,260
Cost of shares redeemed	(1,363,387)	(1,573,618)
Net increase (decrease) in net assets resulting from share transactions	(936,069)	(1,037,358)
Redemption fees	393	646
Total increase (decrease) in net assets	(476,372)	(636,714)
Net Assets
Beginning of period	4,334,481	4,971,195
End of period (including accumulated net investment loss of $110 and accumulated net investment loss of $108, respectively)	$ 3,858,109	$ 4,334,481
Other Information Shares
Sold	23,633	33,073
Redeemed	(75,534)	(96,778)
Net increase (decrease)	(51,901)	(63,705)

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

Annual Report

Financial Highlights

Years ended November 30,	2006	2005	2004	2003	2002
Selected Per-Share Data
Net asset value, beginning of period	$ 17.48	$ 15.95	$ 14.65	$ 12.17	$ 18.99
Income from Investment Operations
Net investment income (loss) B	- E, H	(.02) F	(.05)	(.01)	(.05)
Net realized and unrealized gain (loss)	2.20	1.55	1.35	2.49	(6.77)
Total from investment operations	2.20	1.53	1.30	2.48	(6.82)
Redemption fees added to paid in capital B, H	-	-	-	-	-
Net asset value, end of period	$ 19.68	$ 17.48	$ 15.95	$ 14.65	$ 12.17
Total Return A	12.59%	9.59%	8.87%	20.38%	(35.91)%
Ratios to Average Net Assets C, G
Expenses before reductions	.77%	.79%	.83%	.68%	.65%
Expenses net of fee waivers, if any	.77%	.79%	.83%	.68%	.65%
Expenses net of all reductions	.75%	.70%	.78%	.59%	.55%
Net investment income (loss)	(.02)% E	(.12)% F	(.36)%	(.05)%	(.39)%
Supplemental Data
Net assets, end of period (in millions)	$ 3,858	$ 4,334	$ 4,971	$ 5,233	$ 4,495
Portfolio turnover rate D	155%	192%	84%	176%	114%

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

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

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

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

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

^F 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)%.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

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. 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 and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain

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

Annual Report

1. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Unrealized appreciation	$ 488,222
Unrealized depreciation	(323,856)
Net unrealized appreciation (depreciation)	164,366
Undistributed ordinary income	137
Capital loss carryforward	(11,634,388)
Cost for federal income tax purposes	$ 3,996,627

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

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

2. 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.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $6,158,627 and $7,005,079, respectively.

Annual Report

4. 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 .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .38% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .33% 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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.

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 $124 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. 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	$ 17,022	4.53%	$ 9

5. 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 amounts to $11 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. 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. Net income from lending portfolio securities during the period amounted to $1,469.

Annual Report

7. 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 $549 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 $3 and $254, respectively.

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.

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

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Mt. Vernon Street Trust and the Shareholders of Fidelity Aggressive Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Aggressive Growth Fund (a fund of Fidelity Mt. Vernon Street Trust) at November 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Aggressive Growth Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

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

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1982 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (66)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Mt. Vernon Street Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Aggressive Growth. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
Bruce T. Herring (41)
	Year of Election or Appointment: 2006 Vice President of Aggressive Growth. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Steven Calhoun (35)
	Year of Election or Appointment: 2005 Vice President of Aggressive Growth. Mr. Calhoun also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Calhoun worked as research analyst and manager. Mr. Calhoun also serves as Vice President of FMR and FMR Co., Inc. (2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of Aggressive Growth. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Aggressive Growth. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Aggressive Growth. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Aggressive Growth. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005- present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Aggressive Growth. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004- present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Aggressive Growth. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2007 President and Treasurer of Aggressive Growth. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Aggressive Growth. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Aggressive Growth. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 1990 Assistant Treasurer of Aggressive Growth. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Aggressive Growth. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2002 Assistant Treasurer of Aggressive Growth. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Aggressive Growth. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (41)
	Year of Election or Appointment: 2005 Assistant Treasurer of Aggressive Growth. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on January 18, 2006. The results of votes taken among shareholders on the proposal 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
Dennis J. Dirks
Affirmative	16,883,349,710.00	95.103
Withheld	869,334,786.06	4.897
TOTAL	17,752,684,496.06	100.000
Albert R. Gamper, Jr.
Affirmative	16,869,065,718.16	95.023
Withheld	883,618,777.90	4.977
TOTAL	17,752,684,496.06	100.000
Robert M. Gates
Affirmative	16,726,660,786.27	94.220
Withheld	1,026,023,709.79	5.780
TOTAL	17,752,684,496.06	100.000
George H. Heilmeier
Affirmative	16,857,479,441.40	94.957
Withheld	895,205,054.66	5.043
TOTAL	17,752,684,496.06	100.000
Abigail P. Johnson
Affirmative	16,800,825,560.08	94.638
Withheld	951,858,935.98	5.362
TOTAL	17,752,684,496.06	100.000
Edward C. Johnson 3d
Affirmative	16,661,581,676.04	93.854
Withheld	1,091,102,820.02	6.146
TOTAL	17,752,684,496.06	100.000
Stephen P. Jonas
Affirmative	16,863,427,004.66	94.991
Withheld	889,257,491.40	5.009
TOTAL	17,752,684,496.06	100.000
	# of Votes	% of Votes
Marie L. Knowles
Affirmative	16,867,577,907.48	95.014
Withheld	885,106,588.58	4.986
TOTAL	17,752,684,496.06	100.000
Ned C. Lautenbach
Affirmative	16,879,375,270.51	95.081
Withheld	873,309,225.55	4.919
TOTAL	17,752,684,496.06	100.000
William O. McCoy
Affirmative	16,715,727,949.24	94.159
Withheld	1,036,956,546.82	5.841
TOTAL	17,752,684,496.06	100.000
Robert L. Reynolds
Affirmative	16,870,024,631.93	95.028
Withheld	882,659,864.13	4.972
TOTAL	17,752,684,496.06	100.000
Cornelia M. Small
Affirmative	16,872,454,042.41	95.042
Withheld	880,230,453.65	4.958
TOTAL	17,752,684,496.06	100.000
William S. Stavropoulos
Affirmative	16,721,030,252.89	94.189
Withheld	1,031,654,243.17	5.811
TOTAL	17,752,684,496.06	100.000
Kenneth L. Wolfe
Affirmative	16,858,363,618.14	94.962
Withheld	894,320,877.92	5.038
TOTAL	17,752,684,496.06	100.000
A Denotes trust-wide proposal and voting results.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Aggressive Growth Fund

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

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

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

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

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily pays for market data out of its own resources.

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Aggressive Growth Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the third quartile for the one-year period and the fourth quartile for the three- and five-year periods. The Board also stated that the relative investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions to be taken by FMR to improve the fund's disappointing performance. The Board also reviewed the fund's relative investment performance against a peer group defined by Morningstar. The Board will continue to closely monitor the performance of the fund in the coming year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

Annual Report

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 15% means that 85% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Aggressive Growth Fund

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for rolling 36-month periods that differ from the periods shown in the performance charts above.

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

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Annual Report

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

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

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

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.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

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 Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

FEG-UANN-0107
1.786704.103

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

Fidelity®

Growth Company

Fund

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. or an affiliated company.

Annual Report

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

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

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:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended November 30, 2006	Past 1 year	Past 5 years	Past 10 years
Fidelity® Growth Company Fund	11.56%	5.71%	9.20%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth Company Fund on November 30, 1996. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Growth Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Steven Wymer, Portfolio Manager of Fidelity® Growth Company Fund

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial Average^SM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance, the Standard & Poor's 500^SM Index gained 14.23% and the NASDAQ Composite® Index returned 9.78%.

Growth Company Fund was up 11.56% for the year, compared with a return of 8.82% for the Russell 3000® Growth Index. The fund outperformed its benchmark largely as a result of strong stock picking, although unfavorable sector positioning in a few areas offset some of those gains. Productive security selection in the information technology (IT), health care and industrials sectors led the way, with particular strength in the areas of tech hardware/equipment, pharmaceuticals/biotechnology/life science, and transportation. Among the best contributors were Research In Motion, the Canadian maker of the BlackBerry wireless communications device; biotech firm Celgene; Vertex Pharmaceuticals; and US Airways. Although we had good stock selection in IT, an overweighting in this weak performing sector of the index - particularly in semiconductors - offset some those gains. Our relative underweighting in consumer discretionary produced a similar dampening effect. Stocks that detracted versus the index included such names as Affymetrix, a maker of tools for genetic research; Red Hat, the open source software maker; and Elan, the Irish pharmaceutical company.

Note to shareholders: The fund closed to new accounts at the close of business on April 28, 2006.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2006 to November 30, 2006).

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.

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.

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 June 1, 2006	Ending Account Value November 30, 2006	Expenses Paid During Period* June 1, 2006 to November 30, 2006
Actual	$ 1,000.00	$ 1,092.70	$ 5.09
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.21	$ 4.91

* Expenses are equal to the Fund's annualized expense ratio of .97%; multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A (sub. vtg.)	5.8	4.8
Celgene Corp.	5.8	5.1
Network Appliance, Inc.	2.7	2.8
Nintendo Co. Ltd.	2.6	0.0
Apple Computer, Inc.	2.6	2.1
Sepracor, Inc.	2.0	1.9
Microsoft Corp.	1.9	1.4
Elan Corp. PLC sponsored ADR	1.9	1.4
Monsanto Co.	1.8	2.0
Vertex Pharmaceuticals, Inc.	1.8	1.3
	28.9
Top Five Market Sectors as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	33.9	32.3
Health Care	28.7	28.1
Consumer Staples	9.1	9.1
Industrials	8.7	9.1
Energy	6.1	6.5

Asset Allocation (% of fund's net assets)
As of November 30, 2006 *			As of May 31, 2006 **
	Stocks 99.5%			Stocks 99.4%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets 0.4%			Short-Term Investments and Net Other Assets 0.5%
* Foreign investments		9.5%	** Foreign investments		6.1%

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Common Stocks - 99.5%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 5.9%
Hotels, Restaurants & Leisure - 0.5%
McDonald's Corp.	65,000		$ 2,728
Starbucks Corp. (a)	3,218,400		113,577
The Cheesecake Factory, Inc. (a)	1,345,977		37,284
			153,589
Household Durables - 0.1%
LG Electronics, Inc.	350,000		20,977
Tupperware Brands Corp.	50,000		1,062
			22,039
Internet & Catalog Retail - 0.3%
Amazon.com, Inc. (a)(d)	105,000		4,236
Liberty Media Holding Corp. - Interactive Series A (a)	1,813,831		41,283
Shutterfly, Inc.	401,300		6,148
Stamps.com, Inc. (a)(e)	2,328,925		36,355
			88,022
Leisure Equipment & Products - 0.1%
Callaway Golf Co.	2,443,341		36,088
Media - 1.7%
CBS Corp. Class B	1,115,988		33,201
Comcast Corp. Class A	5,265,000		213,022
Liberty Global, Inc. Class A (a)	42,766		1,153
Liberty Media Holding Corp. - Capital Series A (a)	422,766		37,170
News Corp. Class A	4,535,000		93,421
The Walt Disney Co.	84,500		2,793
Time Warner, Inc.	2,801,950		56,431
TiVo, Inc. (a)(e)	9,555,359		54,466
Viacom, Inc. Class B (non-vtg.) (a)	420,988		15,791
			507,448
Multiline Retail - 0.8%
Federated Department Stores, Inc.	300,000		12,627
Kohl's Corp. (a)	1,245,000		86,652
Target Corp.	2,700,000		156,843
			256,122
Specialty Retail - 1.8%
Bed Bath & Beyond, Inc. (a)	349,200		13,532
Best Buy Co., Inc.	897,500		49,336
Gamestop Corp. Class A (a)	570,900		31,999
Gap, Inc.	1,452,825		27,197
Home Depot, Inc.	5,726,150		217,422
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Lowe's Companies, Inc. (d)	3,140,800		$ 94,727
Staples, Inc.	4,520,602		115,140
			549,353
Textiles, Apparel & Luxury Goods - 0.6%
Coach, Inc. (a)	562,200		24,293
NIKE, Inc. Class B	277,000		27,409
Under Armour, Inc. Class A (sub. vtg.) (d)	2,667,862		125,176
			176,878
TOTAL CONSUMER DISCRETIONARY			1,789,539
CONSUMER STAPLES - 9.1%
Beverages - 2.4%
PepsiCo, Inc.	6,481,640		401,667
The Coca-Cola Co.	6,692,500		313,410
			715,077
Food & Staples Retailing - 2.9%
Costco Wholesale Corp.	875,800		45,769
CVS Corp.	3,137,780		90,274
Rite Aid Corp.	7,700,000		36,575
Safeway, Inc.	142,700		4,397
Sysco Corp.	478,200		17,143
Wal-Mart Stores, Inc.	10,955,300		505,039
Walgreen Co.	2,455,000		99,403
Whole Foods Market, Inc.	1,665,000		81,252
			879,852
Food Products - 1.1%
Archer-Daniels-Midland Co.	835,000		29,309
Campbell Soup Co.	2,900,000		110,403
Dean Foods Co. (a)	176,280		7,548
General Mills, Inc.	237,800		13,305
Hershey Co.	320,000		16,950
Kellogg Co.	1,815,000		90,351
McCormick & Co., Inc. (non-vtg.)	1,150,000		44,528
Wm. Wrigley Jr. Co.	475,000		24,909
			337,303
Household Products - 1.7%
Clorox Co. (d)	385,000		24,640
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Household Products - continued
Colgate-Palmolive Co.	2,360,000		$ 153,518
Kimberly-Clark Corp.	731,600		48,629
Procter & Gamble Co.	4,571,183		287,025
			513,812
Personal Products - 0.2%
Avon Products, Inc.	1,440,000		47,002
Tobacco - 0.8%
Altria Group, Inc.	2,810,380		236,662
TOTAL CONSUMER STAPLES			2,729,708
ENERGY - 6.1%
Energy Equipment & Services - 2.2%
Baker Hughes, Inc.	2,532,500		185,961
Diamond Offshore Drilling, Inc.	827,900		64,262
Schlumberger Ltd. (NY Shares)	2,894,000		198,181
Weatherford International Ltd. (a)	4,830,240		216,926
			665,330
Oil, Gas & Consumable Fuels - 3.9%
Anadarko Petroleum Corp.	1,545,000		76,261
Apache Corp.	645,000		45,105
ConocoPhillips	453,810		30,541
CONSOL Energy, Inc.	3,150,000		115,637
Devon Energy Corp.	3,620,000		265,599
EnCana Corp.	3,010,000		156,450
EOG Resources, Inc.	1,720,000		121,312
Hess Corp. (d)	5,060,000		254,366
Noble Energy, Inc.	850,000		45,475
Sasol Ltd. sponsored ADR	5,000		176
Valero Energy Corp.	900,000		49,563
			1,160,485
TOTAL ENERGY			1,825,815
FINANCIALS - 4.1%
Capital Markets - 2.0%
Ameriprise Financial, Inc.	8,710,809		471,255
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Capital Markets - continued
Charles Schwab Corp.	5,651,475		$ 103,648
State Street Corp.	510,000		31,686
			606,589
Commercial Banks - 0.7%
Commerce Bancorp, Inc., New Jersey (d)	695,000		24,158
Synovus Financial Corp.	1,261,900		37,882
Wells Fargo & Co.	3,890,000		137,084
			199,124
Consumer Finance - 0.5%
American Express Co.	2,442,548		143,426
SLM Corp.	225,000		10,314
			153,740
Diversified Financial Services - 0.5%
Bank of America Corp.	2,665,000		143,510
Citigroup, Inc.	310,197		15,383
			158,893
Insurance - 0.4%
American International Group, Inc.	1,338,750		94,141
Prudential Financial, Inc.	233,000		18,985
			113,126
Thrifts & Mortgage Finance - 0.0%
Fannie Mae	189,300		10,796
TOTAL FINANCIALS			1,242,268
HEALTH CARE - 28.6%
Biotechnology - 13.7%
Acadia Pharmaceuticals, Inc. (a)(e)	2,973,500		27,832
Alexion Pharmaceuticals, Inc. (a)(e)	3,271,621		141,596
Alkermes, Inc. (a)(e)	10,047,261		152,517
Amgen, Inc. (a)	1,477,605		104,910
Amylin Pharmaceuticals, Inc. (a)(d)	4,834,700		193,388
Array Biopharma, Inc. (a)	575,000		7,579
Biogen Idec, Inc. (a)	244,164		12,760
BioMarin Pharmaceutical, Inc. (a)(e)	8,535,793		146,047
Celgene Corp. (a)(d)(e)	31,296,744		1,744,168
CuraGen Corp. (a)	1,740,000		7,621
CV Therapeutics, Inc. (a)(d)(e)	4,755,200		56,967
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Biotechnology - continued
Genentech, Inc. (a)	865,800		$ 70,779
Genzyme Corp. (a)	215,000		13,846
Gilead Sciences, Inc. (a)	850,000		56,032
Human Genome Sciences, Inc. (a)(e)	13,164,010		164,813
Immunomedics, Inc. (a)(d)(e)	4,987,700		12,719
Medarex, Inc. (a)	2,639,720		35,610
MedImmune, Inc. (a)	3,082,800		100,777
Millennium Pharmaceuticals, Inc. (a)	185,000		2,081
Momenta Pharmaceuticals, Inc. (a)(d)(e)	3,116,000		54,000
Myriad Genetics, Inc. (a)(e)	2,467,141		75,001
PDL BioPharma, Inc. (a)(e)	7,995,450		181,577
Regeneron Pharmaceuticals, Inc. (a)(e)	6,275,300		134,982
Rigel Pharmaceuticals, Inc. (a)(e)	2,325,000		25,552
Seattle Genetics, Inc. (a)(e)	5,101,387		28,007
Sunesis Pharmaceuticals, Inc. (a)(d)(e)	1,790,000		8,270
Transition Therapeutics, Inc. (a)(e)	14,789,100		17,870
Trubion Pharmaceuticals, Inc.	700,000		13,454
Vertex Pharmaceuticals, Inc. (a)(e)	11,962,117		529,922
			4,120,677
Health Care Equipment & Supplies - 1.9%
Alcon, Inc.	245,000		26,857
Becton, Dickinson & Co.	2,145,000		153,839
Boston Scientific Corp. (a)(d)	1,263,000		19,981
Foxhollow Technologies, Inc. (a)	401,300		10,630
Gen-Probe, Inc. (a)(e)	4,404,918		214,696
Medtronic, Inc. (d)	539,964		28,148
Palomar Medical Technologies, Inc. (a)(d)	274,000		13,686
St. Jude Medical, Inc. (a)	834,200		31,091
Thoratec Corp. (a)(e)	5,256,865		77,434
Zimmer Holdings, Inc. (a)	205,970		15,028
			591,390
Health Care Providers & Services - 1.0%
Cardinal Health, Inc.	175,000		11,309
Healthways, Inc. (a)	855,000		39,304
Laboratory Corp. of America Holdings (a)(d)	1,100,000		77,880
McKesson Corp.	831,500		41,076
Medco Health Solutions, Inc. (a)	206,360		10,361
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Quest Diagnostics, Inc.	465,000		$ 24,724
UnitedHealth Group, Inc.	2,226,400		109,272
			313,926
Health Care Technology - 1.2%
Cerner Corp. (a)(e)	4,900,320		235,558
Emdeon Corp. (a)	9,179,200		108,774
WebMD Health Corp. Class A (a)(d)(e)	545,200		19,916
			364,248
Life Sciences Tools & Services - 2.4%
Affymetrix, Inc. (a)(d)(e)	6,783,890		171,632
Applera Corp.:
- Applied Biosystems Group	791,600		28,846
- Celera Genomics Group (a)	9,509,848		136,466
Caliper Life Sciences, Inc. (a)	1,793,500		10,097
Exelixis, Inc. (a)(e)	9,518,649		82,051
Illumina, Inc. (a)	906,118		34,913
Millipore Corp. (a)	1,945,000		133,057
Ventana Medical Systems, Inc. (a)(e)	2,862,109		120,466
			717,528
Pharmaceuticals - 8.4%
Abbott Laboratories (d)	3,425,200		159,820
Allergan, Inc.	785,000		91,515
Barr Pharmaceuticals, Inc. (a)	5,175		264
Bristol-Myers Squibb Co.	1,954,700		48,535
Dr. Reddy's Laboratories Ltd. sponsored ADR (d)	830,000		13,861
Elan Corp. PLC sponsored ADR (a)(d)	38,457,149		556,475
Eli Lilly & Co. (d)	1,480,000		79,313
Forest Laboratories, Inc. (a)	380,000		18,506
Johnson & Johnson	6,513,300		429,292
Merck & Co., Inc.	2,804,300		124,819
Mylan Laboratories, Inc.	65,000		1,319
Nastech Pharmaceutical Co., Inc. (a)	250,000		4,660
Pfizer, Inc.	2,751,000		75,625
Sanofi-Aventis sponsored ADR	45,000		1,980
Schering-Plough Corp.	6,027,600		132,667
Sepracor, Inc. (a)(d)(e)	10,925,573		609,756
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Teva Pharmaceutical Industries Ltd. sponsored ADR	65,958		$ 2,115
Wyeth	3,495,200		168,748
			2,519,270
TOTAL HEALTH CARE			8,627,039
INDUSTRIALS - 8.7%
Aerospace & Defense - 1.3%
Embraer - Empresa Brasileira de Aeronautica SA sponsored ADR	2,740,000		114,094
Honeywell International, Inc.	1,015,000		43,625
KBR, Inc.	161,700		3,580
Lockheed Martin Corp.	660,100		59,706
Spirit AeroSystems Holdings, Inc. Class A	419,100		12,217
The Boeing Co.	1,965,000		173,961
			407,183
Air Freight & Logistics - 0.3%
United Parcel Service, Inc. Class B	1,004,800		78,294
Airlines - 3.6%
AMR Corp. (a)	627,500		20,055
Copa Holdings SA Class A	2,175,000		92,546
Gol Linhas Aereas Inteligentes SA sponsored ADR (d)	145,000		4,127
JetBlue Airways Corp. (a)(d)(e)	17,523,053		239,365
Ryanair Holdings PLC:
warrants (UBS Warrant Programme) 2/25/08 (a)	3,230,000		40,205
sponsored ADR (a)	10,000		766
Southwest Airlines Co.	20,876,263		327,966
UAL Corp. (a)	555,595		22,546
US Airways Group, Inc. (a)(d)(e)	6,089,250		345,626
			1,093,202
Commercial Services & Supplies - 0.0%
Monster Worldwide, Inc. (a)	17,900		781
Electrical Equipment - 1.0%
ABB Ltd. sponsored ADR	12,795,000		208,303
Energy Conversion Devices, Inc. (a)	1,899,025		72,505
Rockwell Automation, Inc.	290,000		18,873
			299,681
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Industrial Conglomerates - 2.0%
3M Co.	1,200,000		$ 97,752
General Electric Co.	14,430,000		509,090
			606,842
Machinery - 0.4%
Caterpillar, Inc.	515,000		31,945
Deere & Co.	74,900		7,190
ITT Corp.	400,000		21,580
Pall Corp. (d)	1,720,000		53,991
TurboChef Technologies, Inc. (a)(d)	1,088,020		15,765
			130,471
Road & Rail - 0.1%
Norfolk Southern Corp.	410,000		20,193
TOTAL INDUSTRIALS			2,636,647
INFORMATION TECHNOLOGY - 33.9%
Communications Equipment - 4.8%
Ciena Corp. (a)	10,628		267
Cisco Systems, Inc. (a)	10,662,600		286,611
Corning, Inc. (a)	2,063,000		44,478
F5 Networks, Inc. (a)(e)	3,569,723		267,051
Harris Corp.	355,000		14,949
Juniper Networks, Inc. (a)	1,435,000		30,551
Motorola, Inc.	1,665,000		36,913
QUALCOMM, Inc.	6,283,400		229,910
Research In Motion Ltd. (a)	2,375,600		329,805
Riverbed Technology, Inc. (d)	1,405,184		49,027
Sonus Networks, Inc. (a)(e)	25,249,570		158,567
			1,448,129
Computers & Peripherals - 6.9%
Apple Computer, Inc. (a)	8,415,000		771,487
Dell, Inc. (a)	4,500,600		122,596
Hewlett-Packard Co.	370,000		14,600
International Business Machines Corp.	49,800		4,578
Lexmark International, Inc. Class A (a)	36,900		2,545
Network Appliance, Inc. (a)(e)	20,897,208		819,380
Rackable Systems, Inc. (a)	235,106		8,372
SanDisk Corp. (a)(d)	235,000		10,434
Seagate Technology (a)	1,120,000		28,851
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Sun Microsystems, Inc. (a)	43,336,500		$ 234,884
Synaptics, Inc. (a)(e)	2,504,612		71,807
			2,089,534
Electronic Equipment & Instruments - 0.5%
Agilent Technologies, Inc. (a)	870,000		27,701
Color Kinetics, Inc. (a)(e)	2,041,900		40,246
Itron, Inc. (a)	600,000		28,794
RAE Systems, Inc. (a)(d)(e)	3,160,000		11,534
Sunpower Corp. Class A (d)	317,000		11,830
Trimble Navigation Ltd. (a)	77,500		3,718
Universal Display Corp. (a)(d)(e)	3,107,700		38,318
			162,141
Internet Software & Services - 6.8%
Akamai Technologies, Inc. (a)	1,895,000		92,609
aQuantive, Inc. (a)	865,000		20,674
DivX, Inc. (d)	1,526,500		45,230
eBay, Inc. (a)	2,292,200		74,153
Google, Inc. Class A (sub. vtg.) (a)	3,622,448		1,756,595
VeriSign, Inc. (a)	200,000		5,222
Yahoo!, Inc. (a)	1,741,340		46,999
			2,041,482
IT Services - 0.6%
Cognizant Technology Solutions Corp. Class A (a)	1,192,358		97,249
First Data Corp.	1,310,000		33,078
Hewitt Associates, Inc. Class A (a)	13,800		351
Mastercard, Inc. Class A	100,000		10,175
Western Union Co. (a)	1,025,000		23,370
			164,223
Semiconductors & Semiconductor Equipment - 6.1%
Advanced Micro Devices, Inc. (a)	130,000		2,804
Altera Corp. (a)	679,400		13,513
Analog Devices, Inc.	424,900		13,818
Applied Materials, Inc.	1,515,400		27,247
ASML Holding NV (NY Shares) (a)	730,000		18,177
Atheros Communications, Inc. (a)(d)(e)	5,265,562		119,739
Atheros Communications, Inc. (e)(f)	1,741,486		39,601
Broadcom Corp. Class A (a)	4,535,000		148,884
Cambridge Display Technologies, Inc. (a)(d)(e)	1,251,100		7,256
Cirrus Logic, Inc. (a)	1,940,000		13,522
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Cree, Inc. (a)(d)(e)	7,723,340		$ 152,845
Cypress Semiconductor Corp. (a)(e)	11,462,700		199,336
FEI Co. (a)(d)(e)	1,743,100		42,375
Intel Corp.	13,210,800		282,051
International Rectifier Corp. (a)	646,300		25,852
KLA-Tencor Corp.	510,000		26,352
Linear Technology Corp.	625,800		20,113
Marvell Technology Group Ltd. (a)	2,988,310		61,679
Micron Technology, Inc. (a)(d)	1,066,800		15,575
MIPS Technologies, Inc. (a)	1,581,385		13,521
National Semiconductor Corp.	618,204		14,954
NVIDIA Corp. (a)	2,690,000		99,503
Power Integrations, Inc. (a)	1,000,000		27,860
Rambus, Inc. (a)	3,830,000		85,409
Saifun Semiconductors Ltd. (e)	2,909,644		49,028
Samsung Electronics Co. Ltd.	50,000		34,325
SigmaTel, Inc. (a)	149,968		678
Silicon Image, Inc. (a)	102,901		1,293
Silicon Laboratories, Inc. (a)	115,315		3,715
Spansion, Inc. Class A (e)	8,110,000		118,487
Texas Instruments, Inc.	4,176,000		123,401
Verigy Ltd.	106,519		1,900
Virage Logic Corp. (a)(e)	2,096,790		18,913
Xilinx, Inc.	955,100		25,597
			1,849,323
Software - 8.2%
Adobe Systems, Inc. (a)	2,168,236		87,011
Autodesk, Inc. (a)	100,000		4,118
Cognos, Inc. (a)	345,000		14,114
Microsoft Corp.	19,485,000		571,495
Nintendo Co. Ltd.	3,325,000		792,555
Opsware, Inc. (a)	69,800		611
Oracle Corp. (a)	9,755,000		185,638
Red Hat, Inc. (a)(d)(e)	19,117,091		332,637
Salesforce.com, Inc. (a)(e)	11,186,924		436,290
Symantec Corp. (a)	1,340,800		28,425
			2,452,894
TOTAL INFORMATION TECHNOLOGY			10,207,726
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - 2.5%
Chemicals - 2.2%
Dow Chemical Co.	125,000		$ 5,001
Minerals Technologies, Inc.	937,600		53,293
Monsanto Co.	11,294,978		542,950
Mosaic Co. (a)	2,050,000		43,665
Potash Corp. of Saskatchewan, Inc.	65,400		9,204
			654,113
Metals & Mining - 0.3%
Barrick Gold Corp. (d)	1,182,500		37,027
Nucor Corp.	810,000		48,479
			85,506
TOTAL MATERIALS			739,619
TELECOMMUNICATION SERVICES - 0.6%
Diversified Telecommunication Services - 0.3%
AT&T, Inc.	1,455,000		49,339
Level 3 Communications, Inc. (a)	10,725,000		57,272
			106,611
Wireless Telecommunication Services - 0.3%
ALLTEL Corp.	395,000		22,412
Sprint Nextel Corp.	3,124,449		60,958
Vodafone Group PLC sponsored ADR	32,952		869
			84,239
TOTAL TELECOMMUNICATION SERVICES			190,850
TOTAL COMMON STOCKS (Cost $24,345,308)		29,989,211
Preferred Stocks - 0.1%
Convertible Preferred Stocks - 0.1%
HEALTH CARE - 0.1%
Biotechnology - 0.1%
Perlegen Sciences, Inc. Series D, 8.00% (f)	12,820,512		25,641
Preferred Stocks - continued
	Shares		Value (Note 1) (000s)
Nonconvertible Preferred Stocks - 0.0%
HEALTH CARE - 0.0%
Life Sciences Tools & Services - 0.0%
GeneProt, Inc. Series A (a)(f)	1,373,363		$ 0
TOTAL PREFERRED STOCKS (Cost $27,437)		25,641
Money Market Funds - 2.6%
Fidelity Cash Central Fund, 5.35% (b)	53,748,913		53,749
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	721,305,219		721,305
TOTAL MONEY MARKET FUNDS (Cost $775,054)		775,054
TOTAL INVESTMENT PORTFOLIO - 102.2% (Cost $25,147,799)			30,789,906
NET OTHER ASSETS - (2.2)%			(669,567)
NET ASSETS - 100%		$ 30,120,339

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) 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 $65,242,000 or 0.2% 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
GeneProt, Inc. Series A	7/7/00	$ 7,437
Perlegen Sciences, Inc. Series D, 8.00%	2/23/05	$ 20,000

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 5,550
Fidelity Securities Lending Cash Central Fund	8,294
Total	$ 13,844

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
Acadia Pharmaceuticals, Inc.	$ -	$ 42,343	$ -	$ -	$ 27,832
Affymetrix, Inc.	314,343	11,014	-	-	171,632
Alexion Pharmaceuticals, Inc.	59,825	7,776	-	-	141,596
Alkermes, Inc.	163,931	17,235	-	-	152,517
AMR Corp.	188,535	-	234,518	-	-
Atherogenics, Inc.	51,790	-	45,901	-	-
Atheros Communications, Inc.	36,967	28,764	-	-	119,739
Atheros Communications, Inc.	16,875	-	-	-	39,601
BioMarin Pharmaceutical, Inc.	39,062	56,195	-	-	146,047
Caliper Life Sciences, Inc.	-	9,892	-	-	-
Cambridge Display Technologies, Inc.	-	9,703	-	-	7,256
Celgene Corp.	1,033,256	19,322	149,476	-	1,744,168
Cerner Corp.	216,106	44,620	26,330	-	235,558
Cirrus Logic, Inc.	40,937	5,055	29,191	-	-
Color Kinetics, Inc.	24,155	9,097	-	-	40,246
Cree, Inc.	201,892	5,167	-	-	152,845
CV Therapeutics, Inc.	110,098	3,297	-	-	56,967
Cypress Semiconductor Corp.	197,775	22,610	46,214	-	199,336
Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
DOV Pharmaceutical, Inc.	$ 33,268	$ 363	$ 2,193	$ -	$ -
Emdeon Corp.	181,528	-	162,611	-	-
Exelixis, Inc.	67,075	10,667	-	-	82,051
F5 Networks, Inc.	203,170	28,785	45,561	-	267,051
FEI Co.	40,880	2,448	8,609	-	42,375
Foxhollow Technologies, Inc.	34,192	32,505	38,141	-	-
Gen-Probe, Inc.	145,258	65,267	-	-	214,696
Guitar Center, Inc.	73,129	39,255	103,014	-	-
Human Genome Sciences, Inc.	117,984	47,630	43,425	-	164,813
Immunomedics, Inc.	10,125	-	-	-	12,719
International Rectifier Corp.	126,993	31,535	135,463	-	-
JAMDAT Mobile, Inc.	37,133	-	41,702	-	-
JetBlue Airways Corp.	198,097	16,522	-	-	239,365
Millipore Corp.	279,443	95,065	253,348	-	-
Minerals Technologies, Inc.	82,099	-	27,585	239	-
Momenta Pharmaceuticals, Inc.	67,085	1,105	-	-	54,000
msystems Ltd.	-	105,292	118,844	-	-
Myriad Genetics, Inc.	-	68,998	-	-	75,001
Network Appliance, Inc.	625,999	115,490	132,429	-	819,380
NMS Communications Corp.	12,189	-	10,511	-	-
Openwave Systems, Inc.	68,682	8,730	50,774	-	-
Palm, Inc.	135,385	-	153,955	-	-
Palomar Medical Technologies, Inc.	54,696	20,027	64,817	-	-
PDL BioPharma, Inc.	-	19,814	16,860	-	181,577
PortalPlayer, Inc.	13,536	70,563	63,116	-	-
Protein Design Labs, Inc.	219,053	-	-	-	-
RAE Systems, Inc.	11,502	-	-	-	11,534
Red Hat, Inc.	432,495	16,952	-	-	332,637
Regeneron Pharmaceuticals, Inc.	60,106	19,913	-	-	134,982
Rigel Pharmaceuticals, Inc.	-	23,781	-	-	25,552
Saifun Semiconductors Ltd.	-	68,783	-	-	49,028
Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Salesforce.com, Inc.	$ 327,163	$ 30,759	$ 3,469	$ -	$ 436,290
Seattle Genetics, Inc.	8,400	17,385	-	-	28,007
Sepracor, Inc.	581,995	115,976	93,336	-	609,756
Sonus Networks, Inc.	102,494	1,576	-	-	158,567
Spansion, Inc. Class A	-	119,790	-	-	118,487
Stamps.com, Inc.	22,043	33,878	-	-	36,355
Sunesis Pharmaceuticals, Inc.	4,539	6,223	-	-	8,270
Sunpower Corp. Class A	19,440	12,708	22,965	-	-
Synaptics, Inc.	-	63,737	-	-	71,807
Thoratec Corp.	98,706	12,504	3,385	-	77,434
Threshold Pharmaceuticals, Inc.	26,434	25,446	6,074	-	-
TiVo, Inc.	31,894	37,250	5,496	-	54,466
Transition Therapeutics, Inc.	-	12,524	-	-	17,870
Universal Display Corp.	15,902	23,568	-	-	38,318
US Airways Group, Inc.	216,798	89,720	132,039	-	345,626
Ventana Medical Systems, Inc.	139,100	16,947	49,471	-	120,466
Vertex Pharmaceuticals, Inc.	250,091	77,512	-	-	529,922
Virage Logic Corp.	21,995	-	-	-	18,913
WebMD Health Corp. Class A	14,442	-	-	-	19,916
Total	$ 7,908,085	$ 1,899,083	$ 2,320,823	$ 239	$ 8,632,571

Income Tax Information

At November 30, 2006, the fund had a capital loss carryforward of approximately $698,973,000 of which $570,828,000 and $128,145,000 will expire on November 30, 2010 and 2011, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	November 30, 2006
Assets
Investment in securities, at value (including securities loaned of $702,829) - See accompanying schedule: Unaffiliated issuers (cost $18,187,887)	$ 21,382,281
Fidelity Central Funds (cost $775,054)	775,054
Other affiliated issuers (cost $6,184,858)	8,632,571
Total Investments (cost $25,147,799)		$ 30,789,906
Cash		30
Receivable for investments sold		141,247
Receivable for fund shares sold		29,597
Dividends receivable		21,370
Interest receivable		416
Other receivables		1,078
Total assets		30,983,644
Liabilities
Payable for investments purchased	$ 93,516
Payable for fund shares redeemed	24,343
Accrued management fee	18,184
Other affiliated payables	5,769
Other payables and accrued expenses	188
Collateral on securities loaned, at value	721,305
Total liabilities		863,305
Net Assets		$ 30,120,339
Net Assets consist of:
Paid in capital		$ 25,369,980
Accumulated net investment loss		(509)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(891,255)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		5,642,123
Net Assets, for 432,360 shares outstanding		$ 30,120,339
Net Asset Value, offering price and redemption price per share ($30,120,339 ÷ 432,360 shares)		$ 69.66

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended November 30, 2006
Investment Income
Dividends (including $239 earned from other affiliated issuers)		$ 187,423
Interest		98
Income from Fidelity Central Funds		13,844
Total income		201,365
Expenses
Management fee Basic fee	$ 161,293
Performance adjustment	47,981
Transfer agent fees	60,284
Accounting and security lending fees	2,068
Custodian fees and expenses	812
Independent trustees' compensation	108
Appreciation in deferred trustee compensation account	20
Registration fees	286
Audit	182
Legal	445
Miscellaneous	2,261
Total expenses before reductions	275,740
Expense reductions	(2,933)	272,807
Net investment income (loss)		(71,442)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,879,853
Other affiliated issuers	431,433
Foreign currency transactions	(74)
Total net realized gain (loss)		2,311,212
Change in net unrealized appreciation (depreciation) on: Investment securities	850,974
Assets and liabilities in foreign currencies	56
Total change in net unrealized appreciation (depreciation)		851,030
Net gain (loss)		3,162,242
Net increase (decrease) in net assets resulting from operations		$ 3,090,800

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2006	Year ended November 30, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (71,442)	$ (78,390)
Net realized gain (loss)	2,311,212	1,458,143
Change in net unrealized appreciation (depreciation)	851,030	2,381,656
Net increase (decrease) in net assets resulting from operations	3,090,800	3,761,409
Distributions to shareholders from net investment income	-	(35,960)
Share transactions Proceeds from sales of shares	5,958,226	4,382,921
Reinvestment of distributions	-	35,473
Cost of shares redeemed	(5,755,075)	(5,486,626)
Net increase (decrease) in net assets resulting from share transactions	203,151	(1,068,232)
Total increase (decrease) in net assets	3,293,951	2,657,217
Net Assets
Beginning of period	26,826,388	24,169,171
End of period (including accumulated net investment loss of $509 and accumulated net investment loss of $458, respectively)	$ 30,120,339	$ 26,826,388
Other Information Shares
Sold	91,202	78,149
Issued in reinvestment of distributions	-	643
Redeemed	(88,507)	(98,355)
Net increase (decrease)	2,695	(19,563)

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

Annual Report

Financial Highlights

Years ended November 30,	2006	2005	2004	2003	2002
Selected Per-Share Data
Net asset value, beginning of period	$ 62.44	$ 53.80	$ 49.40	$ 39.35	$ 52.85
Income from Investment Operations
Net investment income (loss) B	(.16)	(.18)	.08 E	(.01)	(.16)
Net realized and unrealized gain (loss)	7.38	8.90	4.32	10.06	(13.34)
Total from investment operations	7.22	8.72	4.40	10.05	(13.50)
Distributions from net investment income	-	(.08)	-	-	-
Net asset value, end of period	$ 69.66	$ 62.44	$ 53.80	$ 49.40	$ 39.35
Total Return A	11.56%	16.23%	8.91%	25.54%	(25.54)%
Ratios to Average Net Assets C, F
Expenses before reductions	.97%	.96%	.84%	.85%	1.12%
Expenses net of fee waivers, if any	.97%	.96%	.84%	.85%	1.12%
Expenses net of all reductions	.96%	.94%	.82%	.83%	1.08%
Net investment income (loss)	(.25)%	(.32)%	.15%	(.03)%	(.38)%
Supplemental Data
Net assets, end of period (in millions)	$ 30,120	$ 26,826	$ 24,169	$ 22,381	$ 16,423
Portfolio turnover rate D	54%	50%	49%	47%	63%

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

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

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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. Effective the close of business on April 28, 2006, the Fund was 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. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

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. 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 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 income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Annual Report

1. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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.

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

Unrealized appreciation	$ 7,417,853
Unrealized depreciation	(1,968,011)
Net unrealized appreciation (depreciation)	5,449,842
Capital loss carryforward	(698,973)
Cost for federal income tax purposes	$ 25,340,064

The tax character of distributions paid was as follows:

	November 30, 2006	November 30, 2005
Ordinary Income	$ -	$ 35,960

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

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

2. 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.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $15,643,914 and $15,465,794, respectively.

Annual Report

4. 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 .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .73% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .21% 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

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 $202 for the period.

5. 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 amounts to $77 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. 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. Net income from lending portfolio securities during the period amounted to $8,294.

7. 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 $1,107 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, credits realized as a

Annual Report

7. Expense Reductions - continued

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 $20 and $1,806, respectively.

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.

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

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Mt. Vernon Street Trust and Shareholders of Fidelity Growth Company Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Growth Company Fund (the Fund), a fund of Fidelity Mt. Vernon Street Trust, including the schedule of investments as of November 30, 2006, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2006, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Growth Company Fund as of November 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

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

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1982 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006- present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (66)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Mt. Vernon Street Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Growth Company. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005- present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
Bruce T. Herring (41)
	Year of Election or Appointment: 2006 Vice President of Growth Company. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Steven S. Wymer (44)
	Year of Election or Appointment: 1997 Vice President of Growth Company. Prior to assuming his current responsibilities, Mr. Wymer worked as a research analyst and manager. Mr. Wymer also serves as Senior Vice President of FMR and Vice President of FMR Co., Inc. (2005).
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of Growth Company. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Growth Company. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Growth Company. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Growth Company. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005- present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Growth Company. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004- present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Growth Company. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2007 President and Treasurer of Growth Company. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Growth Company. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999- 2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Growth Company. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 1986 Assistant Treasurer of Growth Company. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Growth Company. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2002 Assistant Treasurer of Growth Company. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Growth Company. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (41)
	Year of Election or Appointment: 2005 Assistant Treasurer of Growth Company. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on January 18, 2006. The results of votes taken among shareholders on the proposal 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
Dennis J. Dirks
Affirmative	16,883,349,710.00	95.103
Withheld	869,334,786.06	4.897
TOTAL	17,752,684,496.06	100.000
Albert R. Gamper, Jr.
Affirmative	16,869,065,718.16	95.023
Withheld	883,618,777.90	4.977
TOTAL	17,752,684,496.06	100.000
Robert M. Gates
Affirmative	16,726,660,786.27	94.220
Withheld	1,026,023,709.79	5.780
TOTAL	17,752,684,496.06	100.000
George H. Heilmeier
Affirmative	16,857,479,441.40	94.957
Withheld	895,205,054.66	5.043
TOTAL	17,752,684,496.06	100.000
Abigail P. Johnson
Affirmative	16,800,825,560.08	94.638
Withheld	951,858,935.98	5.362
TOTAL	17,752,684,496.06	100.000
Edward C. Johnson 3d
Affirmative	16,661,581,676.04	93.854
Withheld	1,091,102,820.02	6.146
TOTAL	17,752,684,496.06	100.000
Stephen P. Jonas
Affirmative	16,863,427,004.66	94.991
Withheld	889,257,491.40	5.009
TOTAL	17,752,684,496.06	100.000
	# of Votes	% of Votes
Marie L. Knowles
Affirmative	16,867,577,907.48	95.014
Withheld	885,106,588.58	4.986
TOTAL	17,752,684,496.06	100.000
Ned C. Lautenbach
Affirmative	16,879,375,270.51	95.081
Withheld	873,309,225.55	4.919
TOTAL	17,752,684,496.06	100.000
William O. McCoy
Affirmative	16,715,727,949.24	94.159
Withheld	1,036,956,546.82	5.841
TOTAL	17,752,684,496.06	100.000
Robert L. Reynolds
Affirmative	16,870,024,631.93	95.028
Withheld	882,659,864.13	4.972
TOTAL	17,752,684,496.06	100.000
Cornelia M. Small
Affirmative	16,872,454,042.41	95.042
Withheld	880,230,453.65	4.958
TOTAL	17,752,684,496.06	100.000
William S. Stavropoulos
Affirmative	16,721,030,252.89	94.189
Withheld	1,031,654,243.17	5.811
TOTAL	17,752,684,496.06	100.000
Kenneth L. Wolfe
Affirmative	16,858,363,618.14	94.962
Withheld	894,320,877.92	5.038
TOTAL	17,752,684,496.06	100.000
A Denotes trust-wide proposal and voting results.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth Company Fund

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

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

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

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

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily pays for market data out of its own resources.

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth Company Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one- and three-year periods and the third quartile for the five-year period. The Board also stated that the relative investment performance of the fund compared favorably to its benchmark for all the periods shown. The Board also reviewed the fund's relative investment performance against a customized peer group based on a combination of categories defined by Morningstar.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

Annual Report

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 9% means that 91% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth Company Fund

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for rolling 36-month periods that differ from the periods shown in the performance charts above.

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

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Annual Report

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

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

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although the fund is partially closed to new investors, it continues to incur investment management expenses, and marketing and distribution expenses related to the retention of existing shareholders and assets. The Board further noted that the fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

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 Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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www.fidelity.com

Fidelity®

New Millennium Fund®

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. or an affiliated company.

Annual Report

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

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

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:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended November 30, 2006	Past 1 year	Past 5 years	Past 10 years
Fidelity® New Millennium Fund®	15.83%	8.18%	13.83%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® New Millennium Fund® on November 30, 1996. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from John Roth, Portfolio Manager of Fidelity® New Millennium Fund®

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial Average^SM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance, the Standard & Poor's 500^SM Index gained 14.23% and the NASDAQ Composite® Index returned 9.78%.

New Millennium Fund returned 15.83% for the period, finishing ahead of the S&P 500® index. Productive stock picking drove most of the fund's outperformance, with strong selection in the materials, consumer discretionary and energy sectors making the biggest contributions. Those gains were offset a bit by unfavorable market selection, particularly in the weak performing information technology and health care sectors. In materials, the fund's investments in Titanium Metals and Canadian fertilizer producer Potash Corp. of Saskatchewan paid off handsomely. In consumer discretionary, German sports apparel maker Puma contributed nicely, while in the energy sector, owning refiners such as Frontier Oil and energy services companies such as Smith International supplemented the benefit of our slight overweighting for most of the period in that top performing sector. On an absolute basis, given the fund's overseas investments, the fund was helped by the U.S. dollar's weakness versus many major currencies. Positions that detracted relative to the index included a big underweighting in integrated oil giant Exxon Mobil, our stake in manufactured housing builder Champion Enterprises and the NASDAQ Stock Market, whose share price fell. Some of the stocks mentioned here were no longer in the fund at period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2006 to November 30, 2006).

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.

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.

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 June 1, 2006	Ending Account Value November 30, 2006	Expenses Paid During Period* June 1, 2006 to November 30, 2006
Actual	$ 1,000.00	$ 1,051.90	$ 3.91
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,021.26	$ 3.85

* Expenses are equal to the Fund's annualized expense ratio of .76%; multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A (sub. vtg.)	3.0	1.8
Intel Corp.	1.7	0.0
Cisco Systems, Inc.	1.5	0.6
Li & Fung Ltd.	1.2	0.1
Under Armour, Inc. Class A (sub. vtg.)	1.2	0.0
Moody's Corp.	1.2	1.2
Carter's, Inc.	1.1	0.0
Brookdale Senior Living, Inc.	1.1	0.2
Nestle SA (Reg.)	1.0	0.0
Noble Energy, Inc.	1.0	0.0
	14.0
Top Five Market Sectors as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	18.8	8.4
Information Technology	18.7	20.7
Consumer Discretionary	16.7	10.7
Health Care	13.9	6.1
Industrials	12.1	24.6

Asset Allocation (% of fund's net assets)
As of November 30, 2006 *			As of May 31, 2006 **
	Stocks 99.4%			Stocks 98.2%
	Short-Term Investments and Net Other Assets 0.6%			Short-Term Investments and Net Other Assets 1.8%
* Foreign investments		23.9%	** Foreign investments		16.6%

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 16.7%
Automobiles - 0.3%
Toyota Motor Corp. sponsored ADR	59,600		$ 7,155
Distributors - 1.2%
Li & Fung Ltd.	10,535,600		30,610
Diversified Consumer Services - 0.7%
New Oriental Education & Technology Group, Inc. Sponsored ADR	375,400		11,979
Sotheby's Class A (ltd. vtg.)	129,300		4,020
			15,999
Hotels, Restaurants & Leisure - 2.2%
Buffalo Wild Wings, Inc. (a)	237,500		12,680
Ctrip.com International Ltd. sponsored ADR	102,000		5,663
Jamba, Inc. (a)	410,000		4,572
Panera Bread Co. Class A (a)(d)	258,200		14,834
Red Robin Gourmet Burgers, Inc. (a)	207,100		7,118
Ruth's Chris Steak House, Inc. (a)	253,400		4,802
The Cheesecake Factory, Inc. (a)	161,700		4,479
			54,148
Household Durables - 1.6%
D.R. Horton, Inc.	400,700		10,675
Ryland Group, Inc.	219,700		11,589
Standard Pacific Corp.	245,900		6,310
Toll Brothers, Inc. (a)	133,100		4,286
Whirlpool Corp.	83,200		7,097
			39,957
Internet & Catalog Retail - 0.3%
Coldwater Creek, Inc. (a)	246,400		6,197
Leisure Equipment & Products - 1.2%
MarineMax, Inc. (a)	186,300		5,004
Mattel, Inc.	210,000		4,610
Pool Corp.	475,800		19,494
			29,108
Media - 1.4%
Central European Media Enterprises Ltd. Class A (a)	163,300		11,999
DreamWorks Animation SKG, Inc. Class A (a)	20,400		596
Grupo Televisa SA de CV (CPO) sponsored ADR	280,800		7,379
News Corp. Class A	684,500		14,101
			34,075
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Multiline Retail - 1.0%
Kohl's Corp. (a)	84,800		$ 5,902
Sears Holdings Corp. (a)	35,300		6,051
Target Corp.	232,600		13,512
			25,465
Specialty Retail - 2.8%
Best Buy Co., Inc.	125,800		6,915
Chico's FAS, Inc. (a)	233,900		5,555
Esprit Holdings Ltd.	925,500		9,596
Gymboree Corp. (a)	208,800		8,310
Lowe's Companies, Inc.	449,900		13,569
Mothers Work, Inc. (a)	136,600		5,603
Zumiez, Inc. (a)(d)	593,400		18,223
			67,771
Textiles, Apparel & Luxury Goods - 4.0%
Carter's, Inc. (a)	1,003,700		27,662
Crocs, Inc. (d)	162,700		6,988
NIKE, Inc. Class B	78,600		7,777
Polo Ralph Lauren Corp. Class A	107,800		8,430
Ports Design Ltd.	3,788,600		7,890
Puma AG	28,510		10,316
Under Armour, Inc. Class A (sub. vtg.) (d)	631,000		29,607
			98,670
TOTAL CONSUMER DISCRETIONARY			409,155
CONSUMER STAPLES - 6.1%
Beverages - 1.7%
Boston Beer Co., Inc. Class A (a)	195,100		7,035
Diageo PLC sponsored ADR	168,100		12,992
InBev SA	164,000		10,761
SABMiller PLC	494,100		10,323
			41,111
Food & Staples Retailing - 1.4%
Kroger Co.	301,700		6,474
United Natural Foods, Inc. (a)	179,600		6,365
Walgreen Co.	274,200		11,102
X5 Retail Group NV unit (a)(e)	339,200		8,819
			32,760
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Food Products - 2.1%
Corn Products International, Inc.	131,300		$ 4,769
Green Mountain Coffee Roasters, Inc. (a)	161,100		7,926
Hain Celestial Group, Inc. (a)	264,900		7,958
Lindt & Spruengli AG	308		7,319
Nestle SA (Reg.)	67,947		23,977
			51,949
Household Products - 0.3%
Colgate-Palmolive Co.	113,300		7,370
Personal Products - 0.6%
Avon Products, Inc.	297,700		9,717
Physicians Formula Holdings, Inc.	296,900		5,433
			15,150
TOTAL CONSUMER STAPLES			148,340
ENERGY - 8.2%
Energy Equipment & Services - 1.7%
IHC Caland NV	444,800		14,442
Schlumberger Ltd. (NY Shares)	229,200		15,696
Smith International, Inc.	305,900		12,958
			43,096
Oil, Gas & Consumable Fuels - 6.5%
Cameco Corp.	150,800		5,712
China Petroleum & Chemical Corp. sponsored ADR (d)	94,300		7,530
ConocoPhillips	198,300		13,346
CONSOL Energy, Inc.	132,200		4,853
EnCana Corp.	100,500		5,224
Exxon Mobil Corp.	172,800		13,273
Gazprom Neft sponsored ADR	166,700		3,409
Lukoil Oil Co. sponsored ADR	88,300		7,921
Murphy Oil Corp.	75,500		4,098
Noble Energy, Inc.	434,500		23,246
OAO Gazprom sponsored ADR	110,300		5,201
Occidental Petroleum Corp.	138,100		6,952
OJSC OC Rosneft unit (a)	821,200		7,514
PetroChina Co. Ltd. sponsored ADR	42,000		5,380
Plains Exploration & Production Co. (a)	326,795		15,386
Quicksilver Resources, Inc. (a)	180,300		7,628
Ultra Petroleum Corp. (a)	135,200		7,287
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
USEC, Inc.	576,300		$ 7,181
XTO Energy, Inc.	155,400		7,863
			159,004
TOTAL ENERGY			202,100
FINANCIALS - 18.8%
Capital Markets - 4.2%
Charles Schwab Corp.	487,100		8,933
Goldman Sachs Group, Inc.	38,700		7,539
Greenhill & Co., Inc. (d)	87,900		6,128
Investors Financial Services Corp.	125,600		4,995
Janus Capital Group, Inc. (d)	434,300		8,799
KKR Private Equity Investors, LP Restricted Depository Units (e)	136,200		3,024
Lazard Ltd. Class A	353,400		16,051
Legg Mason, Inc.	80,200		7,648
Mellon Financial Corp.	96,400		3,878
Merrill Lynch & Co., Inc.	141,500		12,371
Morgan Stanley	215,300		16,397
UBS AG (NY Shares)	139,000		8,371
			104,134
Commercial Banks - 5.7%
Bank of the Ozarks, Inc.	43,400		1,421
BOK Financial Corp.	70,400		3,794
Cascade Bancorp (d)	214,756		6,496
Colonial Bancgroup, Inc.	146,400		3,572
Commerce Bancorp, Inc., New Jersey	174,400		6,062
Community Bank of Nevada (a)	116,700		3,547
Compass Bancshares, Inc.	199,700		11,411
East West Bancorp, Inc.	95,100		3,387
Erste Bank AG	111,300		8,108
HSBC Holdings PLC sponsored ADR	55,552		5,166
ICICI Bank Ltd. sponsored ADR	368,800		14,350
Industrial & Commercial Bank of China	10,508,000		5,322
Nara Bancorp, Inc.	129,398		2,624
PNC Financial Services Group, Inc.	234,700		16,591
Seacoast Banking Corp., Florida	89,800		2,155
Standard Chartered PLC (United Kingdom)	458,381		13,145
Wells Fargo & Co.	657,800		23,181
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Commercial Banks - continued
Western Alliance Bancorp. (a)(d)	107,700		$ 3,747
Zions Bancorp	74,400		5,821
			139,900
Consumer Finance - 0.2%
Capital One Financial Corp.	72,500		5,646
Diversified Financial Services - 2.3%
Chicago Mercantile Exchange Holdings, Inc. Class A	42,700		22,870
Hong Kong Exchanges & Clearing Ltd.	610,500		5,384
Moody's Corp.	401,200		27,875
NYMEX Holdings, Inc.	1,200		139
			56,268
Insurance - 4.2%
AFLAC, Inc.	157,800		6,965
American International Group, Inc.	235,100		16,532
Arch Capital Group Ltd.	74,900		5,003
Berkshire Hathaway, Inc. Class A (a)	194		20,777
China Life Insurance Co. Ltd. (H Shares)	2,684,000		6,586
Everest Re Group Ltd.	96,800		9,526
IPC Holdings Ltd.	182,200		5,685
Montpelier Re Holdings Ltd.	402,800		7,669
The Chubb Corp.	224,800		11,636
XL Capital Ltd. Class A	171,100		12,169
			102,548
Real Estate Investment Trusts - 0.9%
Corporate Office Properties Trust (SBI)	157,600		7,834
Developers Diversified Realty Corp.	125,500		8,130
Equity Residential (SBI)	92,000		4,900
			20,864
Real Estate Management & Development - 0.9%
CB Richard Ellis Group, Inc. Class A (a)	369,800		12,178
Mitsubishi Estate Co. Ltd.	149,000		3,680
Mitsui Fudosan Co. Ltd.	147,000		3,453
Move, Inc. (a)	507,000		2,809
			22,120
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Thrifts & Mortgage Finance - 0.4%
Countrywide Financial Corp.	179,600		$ 7,134
Sovereign Bancorp, Inc.	154,100		3,849
			10,983
TOTAL FINANCIALS			462,463
HEALTH CARE - 13.9%
Biotechnology - 3.1%
Alexion Pharmaceuticals, Inc. (a)	59,900		2,592
Alnylam Pharmaceuticals, Inc. (a)	139,400		2,993
Amylin Pharmaceuticals, Inc. (a)	136,200		5,448
Biogen Idec, Inc. (a)	156,300		8,168
Celgene Corp. (a)	282,400		15,738
Cephalon, Inc. (a)	73,366		5,492
Genentech, Inc. (a)	86,600		7,080
Gilead Sciences, Inc. (a)	247,900		16,342
GTx, Inc. (a)	140,009		2,159
OSI Pharmaceuticals, Inc. (a)	108,600		3,983
Vertex Pharmaceuticals, Inc. (a)	134,100		5,941
			75,936
Health Care Equipment & Supplies - 3.4%
Abaxis, Inc. (a)(d)	291,100		5,621
Becton, Dickinson & Co.	175,700		12,601
C.R. Bard, Inc.	95,000		7,818
Hologic, Inc. (a)	269,752		13,496
IRIS International, Inc. (a)(d)	247,234		2,220
Meridian Bioscience, Inc.	590,430		14,365
Mindray Medical International Ltd. Sponsored ADR (d)	322,100		7,730
ResMed, Inc. (a)	121,400		6,070
Sirona Dental Systems, Inc.	154,600		5,714
Thermogenesis Corp. (a)	1,654,768		7,943
			83,578
Health Care Providers & Services - 3.5%
Brookdale Senior Living, Inc.	576,600		26,322
Capital Senior Living Corp. (a)	599,800		6,154
DaVita, Inc. (a)	130,900		6,965
Dialysis Corp. of America (a)	272,654		3,632
Emeritus Corp. (a)	142,908		3,337
Express Scripts, Inc. (a)	71,100		4,849
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Healthways, Inc. (a)	268,800		$ 12,357
Henry Schein, Inc. (a)	97,300		5,014
Humana, Inc. (a)	81,700		4,420
LHC Group, Inc. (a)	486,033		13,449
			86,499
Health Care Technology - 0.8%
Cerner Corp. (a)	391,900		18,839
Life Sciences Tools & Services - 1.2%
Covance, Inc. (a)	149,900		8,975
Pharmaceutical Product Development, Inc.	362,000		11,436
PRA International (a)	324,761		9,405
			29,816
Pharmaceuticals - 1.9%
Allergan, Inc.	31,200		3,637
Elan Corp. PLC sponsored ADR (a)	251,200		3,635
Merck & Co., Inc.	392,200		17,457
Novartis AG sponsored ADR	123,700		7,225
Roche Holding AG (participation certificate)	54,907		9,917
Wyeth	93,200		4,500
			46,371
TOTAL HEALTH CARE			341,039
INDUSTRIALS - 12.1%
Aerospace & Defense - 1.3%
General Dynamics Corp.	225,700		16,891
Raytheon Co.	107,700		5,497
Rockwell Collins, Inc.	174,300		10,516
			32,904
Air Freight & Logistics - 1.3%
Hub Group, Inc. Class A	367,516		10,489
United Parcel Service, Inc. Class B	96,300		7,504
UTI Worldwide, Inc.	458,800		13,672
			31,665
Commercial Services & Supplies - 2.0%
Clean Harbors, Inc.	361,700		15,455
Corrections Corp. of America (a)	314,850		14,310
IHS, Inc. Class A	18,800		697
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Monster Worldwide, Inc. (a)	190,300		$ 8,307
Waste Management, Inc.	316,900		11,602
			50,371
Construction & Engineering - 1.8%
Chicago Bridge & Iron Co. NV (NY Shares)	289,800		8,398
EMCOR Group, Inc. (a)	77,800		4,642
Fluor Corp.	73,101		6,366
Infrasource Services, Inc. (a)	144,400		3,120
Jacobs Engineering Group, Inc. (a)	55,600		4,663
Quanta Services, Inc. (a)	231,600		4,245
Shaw Group, Inc. (a)	388,800		11,621
			43,055
Electrical Equipment - 1.8%
ABB Ltd. sponsored ADR	728,600		11,862
Carmanah Technologies Corp. (a)	1,444,400		3,946
Evergreen Solar, Inc. (a)(d)	1,253,059		11,578
Q-Cells AG	180,200		7,672
SolarWorld AG (d)	85,700		5,232
Ultralife Batteries, Inc. (a)(d)	377,078		3,880
			44,170
Industrial Conglomerates - 1.2%
3M Co.	222,800		18,149
McDermott International, Inc. (a)	215,700		11,234
			29,383
Machinery - 1.2%
Joy Global, Inc.	160,850		7,061
Kadant, Inc. (a)	179,600		4,246
Manitowoc Co., Inc.	126,600		7,626
Trinity Industries, Inc.	156,550		5,918
Valmont Industries, Inc.	67,500		3,999
			28,850
Marine - 0.6%
American Commercial Lines, Inc. (a)	74,400		5,159
DryShips, Inc.	267,100		4,274
Kirby Corp. (a)	146,700		5,287
			14,720
Road & Rail - 0.9%
Burlington Northern Santa Fe Corp.	120,900		9,087
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Road & Rail - continued
Landstar System, Inc.	142,500		$ 6,418
Norfolk Southern Corp.	126,000		6,206
			21,711
TOTAL INDUSTRIALS			296,829
INFORMATION TECHNOLOGY - 18.7%
Communications Equipment - 3.2%
Ciena Corp. (a)	199,500		5,015
Cisco Systems, Inc. (a)	1,332,200		35,810
Comtech Group, Inc. (a)	288,100		4,679
Foundry Networks, Inc. (a)	358,100		5,124
Harris Corp.	218,700		9,209
Juniper Networks, Inc. (a)	273,500		5,823
Lucent Technologies, Inc. (a)	2,264,500		5,774
Motorola, Inc.	326,800		7,245
			78,679
Computers & Peripherals - 1.8%
Apple Computer, Inc. (a)	144,700		13,266
Intermec, Inc. (a)	160,000		4,056
International Business Machines Corp.	171,100		15,728
Sun Microsystems, Inc. (a)	1,838,600		9,965
			43,015
Electronic Equipment & Instruments - 1.1%
FLIR Systems, Inc. (a)	199,000		6,410
Hon Hai Precision Industry Co. Ltd. (Foxconn)	1,873,400		13,642
Motech Industries, Inc.	406,328		6,113
			26,165
Internet Software & Services - 4.1%
aQuantive, Inc. (a)	219,800		5,253
eBay, Inc. (a)	481,600		15,580
Equinix, Inc. (a)	101,300		7,731
Google, Inc. Class A (sub. vtg.) (a)	151,200		73,318
			101,882
IT Services - 1.5%
Cognizant Technology Solutions Corp. Class A (a)	115,200		9,396
Infosys Technologies Ltd. sponsored ADR	227,200		12,162
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Mastercard, Inc. Class A	76,400		$ 7,774
Western Union Co. (a)	329,900		7,522
			36,854
Office Electronics - 0.2%
Zebra Technologies Corp. Class A (a)	165,600		5,784
Semiconductors & Semiconductor Equipment - 5.1%
Altera Corp. (a)	244,300		4,859
Analog Devices, Inc.	147,000		4,780
Applied Materials, Inc.	472,100		8,488
ARM Holdings PLC sponsored ADR	1,081,500		7,679
ASML Holding NV (NY Shares) (a)	257,100		6,402
CSR PLC (a)	469,400		6,126
Intel Corp.	1,899,900		40,563
Lam Research Corp. (a)	121,000		6,365
Marvell Technology Group Ltd. (a)	256,600		5,296
Maxim Integrated Products, Inc.	173,000		5,446
MEMC Electronic Materials, Inc. (a)	130,800		5,206
National Semiconductor Corp.	299,300		7,240
Renewable Energy Corp. AS (a)(d)	219,400		4,042
Siliconware Precision Industries Co. Ltd. sponsored ADR (d)	774,800		6,067
Volterra Semiconductor Corp. (a)(d)	363,600		6,163
			124,722
Software - 1.7%
Activision, Inc. (a)	350,906		5,983
Adobe Systems, Inc. (a)	187,800		7,536
Electronic Arts, Inc. (a)	127,600		7,126
Nintendo Co. Ltd.	57,800		13,777
Salesforce.com, Inc. (a)	187,800		7,324
			41,746
TOTAL INFORMATION TECHNOLOGY			458,847
MATERIALS - 1.7%
Chemicals - 0.7%
Agrium, Inc.	84,600		2,597
Monsanto Co.	134,900		6,485
Potash Corp. of Saskatchewan, Inc.	17,900		2,519
Praxair, Inc.	102,100		6,371
			17,972
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Metals & Mining - 0.9%
Carpenter Technology Corp.	35,500		$ 3,792
Ivanhoe Mines Ltd. (a)	448,400		4,162
Mittal Steel Co. NV Class A (NY Shares)	167,500		6,903
Steel Dynamics, Inc.	188,600		6,133
			20,990
Paper & Forest Products - 0.1%
Stella-Jones, Inc.	137,100		3,553
TOTAL MATERIALS			42,515
TELECOMMUNICATION SERVICES - 2.3%
Diversified Telecommunication Services - 0.9%
AT&T, Inc.	353,700		11,994
BellSouth Corp.	84,100		3,750
Qwest Communications International, Inc. (a)	911,400		7,009
			22,753
Wireless Telecommunication Services - 1.4%
America Movil SA de CV Series L sponsored ADR	157,600		7,008
American Tower Corp. Class A (a)	288,500		10,925
China Mobile (Hong Kong) Ltd. sponsored ADR	251,200		10,601
Leap Wireless International, Inc. (a)	99,082		5,623
			34,157
TOTAL TELECOMMUNICATION SERVICES			56,910
UTILITIES - 0.9%
Electric Utilities - 0.3%
FPL Group, Inc.	114,700		6,114
Independent Power Producers & Energy Traders - 0.4%
AES Corp. (a)	389,800		9,110
Multi-Utilities - 0.2%
Duke Energy Corp.	191,200		6,065
TOTAL UTILITIES			21,289
TOTAL COMMON STOCKS (Cost $2,050,947)		2,439,487
Convertible Preferred Stocks - 0.0%
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Chorum Technologies, Inc. Series E (a)(f) (Cost $278)	18,500		$ 0
Money Market Funds - 2.2%
Fidelity Cash Central Fund, 5.35% (b)	17,303,105		17,303
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	38,143,794		38,144
TOTAL MONEY MARKET FUNDS (Cost $55,447)		55,447
TOTAL INVESTMENT PORTFOLIO - 101.6% (Cost $2,106,672)			2,494,934
NET OTHER ASSETS - (1.6)%			(39,794)
NET ASSETS - 100%		$ 2,455,140

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) 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 $11,843,000 or 0.5% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $0 or 0.0% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Chorum Technologies, Inc. Series E	9/19/00	$ 278

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 3,088
Fidelity Securities Lending Cash Central Fund	2,258
Total	$ 5,346

Other Information

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

United States of America	76.1%
Switzerland	2.8%
Bermuda	2.7%
United Kingdom	2.2%
Hong Kong	2.2%
Netherlands	1.9%
Canada	1.4%
China	1.3%
Japan	1.2%
India	1.1%
Taiwan	1.0%
Others (individually less than 1%)	6.1%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	November 30, 2006
Assets
Investment in securities, at value (including securities loaned of $37,753) - See accompanying schedule: Unaffiliated issuers (cost $2,051,225)	$ 2,439,487
Fidelity Central Funds (cost $55,447)	55,447
Total Investments (cost $2,106,672)		$ 2,494,934
Cash		32
Receivable for investments sold		9,531
Receivable for fund shares sold		595
Dividends receivable		2,198
Interest receivable		43
Other receivables		144
Total assets		2,507,477
Liabilities
Payable for investments purchased	$ 10,099
Payable for fund shares redeemed	2,911
Accrued management fee	712
Other affiliated payables	409
Other payables and accrued expenses	62
Collateral on securities loaned, at value	38,144
Total liabilities		52,337
Net Assets		$ 2,455,140
Net Assets consist of:
Paid in capital		$ 1,207,201
Undistributed net investment income		61
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		859,614
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		388,264
Net Assets, for 62,146 shares outstanding		$ 2,455,140
Net Asset Value, offering price and redemption price per share ($2,455,140 ÷ 62,146 shares)		$ 39.51

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended November 30, 2006
Investment Income
Dividends		$ 20,188
Interest		122
Income from Fidelity Central Funds (including $2,258 from security lending)		5,346
Total income		25,656
Expenses
Management fee Basic fee	$ 19,046
Performance adjustment	2,458
Transfer agent fees	5,515
Accounting and security lending fees	887
Custodian fees and expenses	131
Independent trustees' compensation	12
Registration fees	66
Audit	70
Legal	54
Interest	4
Miscellaneous	297
Total expenses before reductions	28,540
Expense reductions	(624)	27,916
Net investment income (loss)		(2,260)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	888,419
Foreign currency transactions	(99)
Futures contracts	1,377
Total net realized gain (loss)		889,697
Change in net unrealized appreciation (depreciation) on: Investment securities	(455,873)
Assets and liabilities in foreign currencies	2
Total change in net unrealized appreciation (depreciation)		(455,871)
Net gain (loss)		433,826
Net increase (decrease) in net assets resulting from operations		$ 431,566

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2006	Year ended November 30, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,260)	$ (472)
Net realized gain (loss)	889,697	261,586
Change in net unrealized appreciation (depreciation)	(455,871)	82,553
Net increase (decrease) in net assets resulting from operations	431,566	343,667
Share transactions Proceeds from sales of shares	408,509	451,709
Cost of shares redeemed	(1,795,913)	(934,052)
Net increase (decrease) in net assets resulting from share transactions	(1,387,404)	(482,343)
Total increase (decrease) in net assets	(955,838)	(138,676)
Net Assets
Beginning of period	3,410,978	3,549,654
End of period (including undistributed net investment income of $61 and accumulated net investment loss of $3, respectively)	$ 2,455,140	$ 3,410,978
Other Information Shares
Sold	10,923	14,540
Redeemed	(48,773)	(30,139)
Net increase (decrease)	(37,850)	(15,599)

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

Annual Report

Financial Highlights

Years ended November 30,	2006	2005	2004	2003	2002
Selected Per-Share Data
Net asset value, beginning of period	$ 34.11	$ 30.71	$ 30.27	$ 23.97	$ 26.67
Income from Investment Operations
Net investment income (loss) C	(.03)	- I	(.05) F	- G, I	(.09)
Net realized and unrealized gain (loss)	5.43	3.40	.50	6.30	(2.61)
Total from investment operations	5.40	3.40	.45	6.30	(2.70)
Distributions from net investment income	-	-	(.01)	-	-
Net asset value, end of period	$ 39.51	$ 34.11	$ 30.71	$ 30.27	$ 23.97
Total Return A, B	15.83%	11.07%	1.49%	26.28%	(10.12)%
Ratios to Average Net Assets D, H
Expenses before reductions	.93%	.86%	.96%	.81%	1.07%
Expenses net of fee waivers, if any	.93%	.86%	.96%	.81%	1.07%
Expenses net of all reductions	.91%	.80%	.92%	.76%	1.02%
Net investment income (loss)	(.07)%	(.01)%	(.18)%	.02%	(.38)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,455	$ 3,411	$ 3,550	$ 3,621	$ 2,715
Portfolio turnover rate E	147%	120%	96%	97%	91%

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

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

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

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

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

^F Investment income per share reflects a special dividend which amounted to $.03 per share.

^G Investment income per share reflects a special dividend which amounted to $.02 per share.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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 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. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Security Valuation - continued

utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

Investment Transactions and Income. 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 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 income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

1. 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.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Unrealized appreciation	$ 416,556
Unrealized depreciation	(37,530)
Net unrealized appreciation (depreciation)	379,026
Undistributed long-term capital gain	670,658
Cost for federal income tax purposes	$ 2,115,908

The tax character of distributions paid was as follows:

	November 30, 2006	November 30, 2005
Ordinary Income	$ -	$ -

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

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

2. 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.

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

Annual Report

2. Operating Policies - continued

Futures Contracts - continued

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

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.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,427,645 and $5,740,915, respectively.

4. 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 .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .18% 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.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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.

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 $44 for the period.

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

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 16,901	5.39%	$ 3

Annual Report

5. 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 amounts to $9 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. 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.

7. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $7,109. The weighted average interest rate was 5.56%. At period end, there were no bank borrowings outstanding.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $564 for the period. In addition, through

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Expense Reductions - continued

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 $3 and $57, respectively.

9. Other.

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

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

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Mt. Vernon Street Trust and the Shareholders of Fidelity New Millennium Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity New Millennium Fund (a fund of Fidelity Mt. Vernon Street Trust) at November 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity New Millennium Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

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

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1982 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (66)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Member and Executive Officers:

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

Name, Age; Principal Occupation
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Mt. Vernon Street Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Philip L. Bullen (47)
	Year of Election or Appointment: 2006 Vice President of New Millennium. Mr. Bullen also serves as Vice President of certain Equity Funds (2006-present). Mr. Bullen is Senior Vice President of FMR (2001-present) and FMR Co., Inc. (2001-present). Previously, Mr. Bullen served as President and a Director of Fidelity Research & Analysis Company (2001-2005), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002-2006), and a Director of Strategic Advisers, Inc. (2002-2005).
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of New Millennium. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
John D. Roth (37)
	Year of Election or Appointment: 2006 Vice President of New Millennium. Mr. Roth also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Roth worked as a research analyst in 1999, after receiving an MBA from the MIT Sloan School of Management. Previously, he was an equity trader with Tucker Anthony in Boston from 1992 to 1997.
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of New Millennium. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of New Millennium. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of New Millennium. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of New Millennium. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of New Millennium. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002- present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of New Millennium. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2007 President and Treasurer of New Millennium. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of New Millennium. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of New Millennium. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 1992 Assistant Treasurer of New Millennium. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of New Millennium. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2002 Assistant Treasurer of New Millennium. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of New Millennium. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (41)
	Year of Election or Appointment: 2005 Assistant Treasurer of New Millennium. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of New Millennium Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

Pay Date	Record Date	Capital Gains
12/18/07	12/15/07	$ 10.30
01/08/07	01/05/07	$ 0.49

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2006, $779,150,804 or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on January 18, 2006. The results of votes taken among shareholders on the proposal 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
Dennis J. Dirks
Affirmative	16,883,349,710.00	95.103
Withheld	869,334,786.06	4.897
TOTAL	17,752,684,496.06	100.000
Albert R. Gamper, Jr.
Affirmative	16,869,065,718.16	95.023
Withheld	883,618,777.90	4.977
TOTAL	17,752,684,496.06	100.000
Robert M. Gates
Affirmative	16,726,660,786.27	94.220
Withheld	1,026,023,709.79	5.780
TOTAL	17,752,684,496.06	100.000
George H. Heilmeier
Affirmative	16,857,479,441.40	94.957
Withheld	895,205,054.66	5.043
TOTAL	17,752,684,496.06	100.000
Abigail P. Johnson
Affirmative	16,800,825,560.08	94.638
Withheld	951,858,935.98	5.362
TOTAL	17,752,684,496.06	100.000
Edward C. Johnson 3d
Affirmative	16,661,581,676.04	93.854
Withheld	1,091,102,820.02	6.146
TOTAL	17,752,684,496.06	100.000
Stephen P. Jonas
Affirmative	16,863,427,004.66	94.991
Withheld	889,257,491.40	5.009
TOTAL	17,752,684,496.06	100.000
	# of Votes	% of Votes
Marie L. Knowles
Affirmative	16,867,577,907.48	95.014
Withheld	885,106,588.58	4.986
TOTAL	17,752,684,496.06	100.000
Ned C. Lautenbach
Affirmative	16,879,375,270.51	95.081
Withheld	873,309,225.55	4.919
TOTAL	17,752,684,496.06	100.000
William O. McCoy
Affirmative	16,715,727,949.24	94.159
Withheld	1,036,956,546.82	5.841
TOTAL	17,752,684,496.06	100.000
Robert L. Reynolds
Affirmative	16,870,024,631.93	95.028
Withheld	882,659,864.13	4.972
TOTAL	17,752,684,496.06	100.000
Cornelia M. Small
Affirmative	16,872,454,042.41	95.042
Withheld	880,230,453.65	4.958
TOTAL	17,752,684,496.06	100.000
William S. Stavropoulos
Affirmative	16,721,030,252.89	94.189
Withheld	1,031,654,243.17	5.811
TOTAL	17,752,684,496.06	100.000
Kenneth L. Wolfe
Affirmative	16,858,363,618.14	94.962
Withheld	894,320,877.92	5.038
TOTAL	17,752,684,496.06	100.000
A Denotes trust-wide proposal and voting results.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity New Millennium Fund

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

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

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

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

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily pays for market data out of its own resources.

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity New Millennium Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also stated that the relative investment performance of the fund compared favorably to its benchmark for all the periods shown. The Board also reviewed the fund's relative investment performance against a customized peer group based on a combination of categories defined by Morningstar.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

Annual Report

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 15% means that 85% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity New Millennium Fund

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for rolling 36-month periods that differ from the periods shown in the performance charts above.

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

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Annual Report

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

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

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although the fund is partially closed to new investors, it continues to incur investment management expenses, and marketing and distribution expenses related to the retention of existing shareholders and assets. The Board further noted that the fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

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.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

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 Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

NMF-UANN-0107
1.786711.103

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

Item 2. Code of Ethics

As of the end of the period, November 30, 2006, Fidelity Mt. Vernon Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Aggressive Growth Fund and Fidelity New Millennium Fund (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2006A	2005A
Fidelity Aggressive Growth Fund	$65,000	$64,000
Fidelity New Millennium Fund	$56,000	$53,000
All funds in the Fidelity Group of Funds audited by PwC	$13,500,000	$12,100,000

^A Aggregate amounts may reflect rounding.

For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit Fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Growth Company Fund (the fund) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2006A	2005A
Fidelity Growth Company Fund	$75,000	$68,000
All funds in the Fidelity Group of Funds audited by Deloitte Entities	$6,500,000	$5,400,000

^A Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2006A	2005A
Fidelity Aggressive Growth Fund	$0	$0
Fidelity New Millennium Fund	$0	$0

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit-Related Fees billed by Deloitte Entities for services rendered for assurance and related services to the fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2006A	2005A
Fidelity Growth Company Fund	$0	$0

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit-Related Fees that were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By	2006A	2005A
PwC	$0	$0
Deloitte Entities	$0	$0

^A Aggregate amounts may reflect rounding.

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

(c) Tax Fees.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund	2006A	2005A
Fidelity Aggressive Growth Fund	$3,600	$ 3,400
Fidelity New Millennium Fund	$2,700	$ 2,500

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Tax Fees billed by Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for the fund is shown in the table below.

Fund	2006A	2005A
Fidelity Growth Company Fund	$4,700	$4,700

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Tax Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2006A	2005A
PwC	$0	$0
Deloitte Entities	$0	$0

^A Aggregate amounts may reflect rounding.

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

(d) All Other Fees.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.

Fund	2006A	2005A
Fidelity Aggressive Growth Fund	$4,200	$ 5,400
Fidelity New Millennium Fund	$3,600	$ 4,300

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Other Fees billed by Deloitte Entities for all other non-audit services rendered to the fund is shown in the table below.

Fund	2006A	2005A
Fidelity Growth Company Fund	$ 0	$0

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Other Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2006A	2005A
PwC	$145,000	$170,000
Deloitte Entities	$180,000	$160,000

^A Aggregate amounts may reflect rounding.

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

(e) (1) Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

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

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

(f) Not applicable.

(g) For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate fees billed by PwC of $1,300,000^A and $1,225,000^A,B for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2006A	2005A
Covered Services	$160,000	$150,000
Non-Covered Services	$1,140,000	$1,075,000B

A	Aggregate amounts may reflect rounding.
B	Reflects current period presentation.

For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate fees billed by Deloitte Entities of $875,000^A and $250,000^A,B for non-audit services rendered on behalf of the fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2006A	2005A
Covered Services	$185,000	$150,000
Non-Covered Services	$690,000	$100,000B

A	Aggregate amounts may reflect rounding.
B	Reflects current period presentation.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No.1, regarding their independence from the funds and their related entities.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Mt. Vernon Street Trust

By:	/s/Kimberley Monasterio
	Kimberley Monasterio
	President and Treasurer
Date:	January 24, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Kimberley Monasterio
	Kimberley Monasterio
	President and Treasurer
Date:	January 24, 2007

By:	/s/Joseph B. Hollis
	Joseph B. Hollis
	Chief Financial Officer
Date:	January 24, 2007