N-CSR 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4118

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

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:	July 31

Date of reporting period:	July 31, 2013

Item 1. Reports to Stockholders

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

Small Cap Growth

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

Annual Report

July 31, 2013

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® Small Cap
Growth Fund

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

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

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

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

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Life of fund^A
Class A (incl. 5.75% sales charge)	24.59%	8.92%	9.45%
Class T (incl. 3.50% sales charge)	27.25%	9.16%	9.47%
Class B (incl. contingent deferred sales charge) ^B	26.25%	9.11%	9.52%
Class C (incl. contingent deferred sales charge) ^C	30.32%	9.41%	9.37%

^AFrom November 3, 2004.

^BClass B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

^CClass C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Growth Fund - Class A on November 3, 2004, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Growth Index performed over the same period.

asc1126556

Annual Report

Management's Discussion of Fund Performance

Market Recap: The bull run in U.S. stocks comfortably settled into a fifth year, as major equity benchmarks ripped through records during the 12 months ending July 31, 2013. Gains were fueled by a generally improving global economy and accommodative monetary policies worldwide. The tone was positive for most of the year, based largely on stronger U.S. economic data, including employment, housing and consumer sentiment. Setting a series of new highs along the way, the broad-based S&P 500® Index rose an impressive 25.00% for the 12 months, while the blue-chip-laden Dow Jones Industrial Average^SM also moved into record territory en route to a 22.36% gain. The growth-oriented Nasdaq Composite Index® had a similarly strong run, advancing 25.15%. During the year, markets were resilient amid intermittent volatility over debt woes in Europe, the 2012 U.S. presidential election and year-end Congressional gridlock over the federal budget. In mid-to-late June, concern arose about the U.S. Federal Reserve possibly tapering its sustaining bond-buying strategy - which prompted a brief, but steep, market sell-off. However, investors' continued quest for yield and the Fed's pledge to keep buying bonds until the economy showed significant improvement overpowered the uncertainty and helped equities climb notably higher in July to close the period on a strong note.

Comments from Patrick Venanzi, Portfolio Manager of Fidelity Advisor® Small Cap Growth Fund: For the year, the fund's Class A, Class T, Class B and Class C shares rose 32.20%, 31.87%, 31.25% and 31.32%, respectively (excluding sales charges), lagging the 35.39% gain of the Russell 2000® Growth Index. I aim to buy small-cap stocks with above-average growth opportunities at reasonable prices. Along with the market, the fund did very well in absolute terms, but lagged its benchmark. Given the longer-term focus and the quality bias of my investments, the fund sometimes trails the index during the market's strongest short-term periods. The fund's cash stake of roughly 4%, on average, during the past year weighed on relative performance, and a non-index position in Mellanox Technologies, a maker of data transfer and storage products, was the biggest individual detractor. Online health insurance provider eHealth was another miss for the fund, due to untimely ownership, and I sold both Mellanox and eHealth by period end. On the plus side, specialty furniture and electronics retailer Conn's was our top relative contributor, with its stock benefiting as a proactive management team effectively revamped stores, offering higher-quality products and customer-friendly financing options.

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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.

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Class A	1.22%
Actual		$ 1,000.00	$ 1,183.60	$ 6.61
Hypothetical^A		$ 1,000.00	$ 1,018.74	$ 6.11
Class T	1.48%
Actual		$ 1,000.00	$ 1,181.70	$ 8.01
Hypothetical^A		$ 1,000.00	$ 1,017.46	$ 7.40
Class B	1.97%
Actual		$ 1,000.00	$ 1,178.90	$ 10.64
Hypothetical^A		$ 1,000.00	$ 1,015.03	$ 9.84
Class C	1.97%
Actual		$ 1,000.00	$ 1,179.20	$ 10.64
Hypothetical^A		$ 1,000.00	$ 1,015.03	$ 9.84
Small Cap Growth	.88%
Actual		$ 1,000.00	$ 1,186.20	$ 4.77
Hypothetical^A		$ 1,000.00	$ 1,020.43	$ 4.41
Class F	.67%
Actual		$ 1,000.00	$ 1,187.00	$ 3.63
Hypothetical^A		$ 1,000.00	$ 1,021.47	$ 3.36
Institutional Class	.90%
Actual		$ 1,000.00	$ 1,185.80	$ 4.88
Hypothetical^A		$ 1,000.00	$ 1,020.33	$ 4.51

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
NIC, Inc.	1.6	0.0
Grand Canyon Education, Inc.	1.5	0.9
Aspen Technology, Inc.	1.4	1.7
InvenSense, Inc.	1.3	1.0
KAR Auction Services, Inc.	1.3	0.0
CommVault Systems, Inc.	1.3	1.5
FEI Co.	1.3	0.9
Service Corp. International	1.3	0.0
HSN, Inc.	1.3	1.7
athenahealth, Inc.	1.2	0.0
	13.5
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	25.8	19.2
Health Care	20.9	18.8
Industrials	17.0	15.5
Consumer Discretionary	16.0	17.2
Financials	8.4	7.3

Asset Allocation (% of fund's net assets)
As of July 31, 2013*			As of January 31, 2013**
	Stocks 97.9%			Stocks 95.5%
	Short-Term Investments and Net Other Assets (Liabilities) 2.1%			Short-Term Investments and Net Other Assets (Liabilities) 4.5%
* Foreign investments		4.0%	** Foreign investments		6.6%

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Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.9%
	Shares		Value
CONSUMER DISCRETIONARY - 16.0%
Auto Components - 0.5%
Tenneco, Inc. (a)	250,000		$ 12,082,500
Diversified Consumer Services - 2.8%
Grand Canyon Education, Inc. (a)	987,953		33,412,570
Service Corp. International	1,510,000		28,644,700
			62,057,270
Hotels, Restaurants & Leisure - 4.4%
AFC Enterprises, Inc. (a)	400,231		14,728,501
Bloomin' Brands, Inc.	500,000		11,800,000
Jack in the Box, Inc. (a)	550,000		22,049,500
Papa John's International, Inc. (a)	300,000		20,058,000
Sonic Corp. (a)	912,000		14,017,440
Texas Roadhouse, Inc. Class A	700,000		17,108,000
			99,761,441
Household Durables - 1.0%
Jarden Corp. (a)	375,000		17,051,250
Universal Electronics, Inc. (a)	199,089		6,137,914
			23,189,164
Internet & Catalog Retail - 1.3%
HSN, Inc.	475,000		28,528,500
Leisure Equipment & Products - 1.0%
Brunswick Corp.	570,000		21,517,500
Media - 0.9%
Cinemark Holdings, Inc.	700,000		20,384,000
Specialty Retail - 1.3%
Conn's, Inc. (a)	194,947		12,597,475
Tile Shop Holdings, Inc. (a)	601,100		17,089,273
			29,686,748
Textiles, Apparel & Luxury Goods - 2.8%
G-III Apparel Group Ltd. (a)	470,000		24,186,200
Steven Madden Ltd. (a)	451,400		23,210,988
Wolverine World Wide, Inc.	250,000		14,377,500
			61,774,688
TOTAL CONSUMER DISCRETIONARY			358,981,811
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - 2.4%
Food Products - 1.8%
J&J Snack Foods Corp.	200,000		$ 15,936,000
WhiteWave Foods Co. (d)	1,347,200		25,179,168
			41,115,168
Personal Products - 0.6%
Inter Parfums, Inc.	392,925		12,958,667
TOTAL CONSUMER STAPLES			54,073,835
ENERGY - 4.9%
Energy Equipment & Services - 2.7%
Atwood Oceanics, Inc. (a)	185,000		10,422,900
Dril-Quip, Inc. (a)	170,000		15,454,700
Essential Energy Services Ltd.	2,232,100		5,650,336
Western Energy Services Corp.	1,330,000		10,825,431
Xtreme Drilling & Coil Services Corp. (a)(e)	4,100,000		14,769,740
Zedi, Inc. (a)(e)	7,178,500		4,053,675
			61,176,782
Oil, Gas & Consumable Fuels - 2.2%
EPL Oil & Gas, Inc. (a)	300,000		9,648,000
Rosetta Resources, Inc. (a)	380,000		17,331,800
Tesoro Logistics LP	150,000		8,023,500
Whitecap Resources, Inc. (d)	1,100,000		11,823,581
Whitecap Resources, Inc. rights 8/30/13 (a)	100,000		1,077,792
			47,904,673
TOTAL ENERGY			109,081,455
FINANCIALS - 8.4%
Capital Markets - 0.6%
Virtus Investment Partners, Inc. (a)	73,084		13,630,166
Commercial Banks - 2.1%
BBCN Bancorp, Inc.	1,340,000		19,577,400
City National Corp.	320,000		22,249,600
Pacific Premier Bancorp, Inc. (a)	385,000		5,016,550
			46,843,550
Insurance - 3.7%
Amerisafe, Inc.	492,900		17,611,317
FBL Financial Group, Inc. Class A	148,825		6,582,530
Primerica, Inc.	480,000		19,699,200
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
ProAssurance Corp.	430,000		$ 23,017,900
StanCorp Financial Group, Inc.	300,000		15,927,000
			82,837,947
Real Estate Investment Trusts - 1.3%
Cousins Properties, Inc.	1,500,000		15,375,000
Piedmont Office Realty Trust, Inc. Class A	800,000		14,472,000
			29,847,000
Real Estate Management & Development - 0.7%
Howard Hughes Corp. (a)	145,000		15,835,450
TOTAL FINANCIALS			188,994,113
HEALTH CARE - 20.9%
Biotechnology - 8.1%
Alkermes PLC (a)	175,500		5,893,290
ARIAD Pharmaceuticals, Inc. (a)	260,000		4,830,800
Array BioPharma, Inc. (a)	1,120,000		7,459,200
Astex Pharmaceuticals, Inc. (a)	1,250,000		6,537,500
BioMarin Pharmaceutical, Inc. (a)	120,000		7,758,000
Celldex Therapeutics, Inc. (a)	600,000		12,288,000
ChemoCentryx, Inc. (a)	250,000		3,495,000
Chimerix, Inc.	250,000		5,685,000
Cubist Pharmaceuticals, Inc. (a)	194,762		12,139,515
Hyperion Therapeutics, Inc.	200,000		5,010,000
Infinity Pharmaceuticals, Inc. (a)	228,236		4,834,038
Insmed, Inc. (a)(d)	666,400		7,403,704
Isis Pharmaceuticals, Inc. (a)	447,257		12,903,364
Medivation, Inc. (a)	160,000		9,259,200
Novavax, Inc. (a)	2,100,000		5,649,000
OncoGenex Pharmaceuticals, Inc. (a)	116,487		1,138,078
Stemline Therapeutics, Inc.	154,000		4,333,560
Sunesis Pharmaceuticals, Inc. (a)(d)	1,097,300		5,574,284
Synageva BioPharma Corp. (a)	170,000		8,177,000
Synergy Pharmaceuticals, Inc. (a)(d)	800,000		3,600,000
TESARO, Inc. (a)	148,800		5,077,056
Theravance, Inc. (a)(d)	469,000		18,084,640
Threshold Pharmaceuticals, Inc. (a)	1,072,634		5,813,676
Vanda Pharmaceuticals, Inc. (a)	500,000		5,830,000
XOMA Corp. (a)(d)	2,500,000		13,575,000
			182,348,905
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - 4.7%
Align Technology, Inc. (a)	595,798		$ 25,643,146
ICU Medical, Inc. (a)	191,000		13,692,790
NxStage Medical, Inc. (a)	272,400		3,530,304
Sirona Dental Systems, Inc. (a)	125,000		8,825,000
Steris Corp.	581,000		26,156,620
Teleflex, Inc.	189,300		15,036,099
The Spectranetics Corp. (a)	650,000		11,713,000
			104,596,959
Health Care Providers & Services - 4.1%
BioScrip, Inc. (a)	1,100,000		17,875,000
Centene Corp. (a)	330,000		18,305,100
MEDNAX, Inc. (a)	122,900		11,972,918
Molina Healthcare, Inc. (a)(d)	600,000		22,272,000
MWI Veterinary Supply, Inc. (a)	143,400		20,387,178
			90,812,196
Health Care Technology - 2.2%
athenahealth, Inc. (a)(d)	250,000		27,987,500
Medidata Solutions, Inc. (a)	233,948		21,647,208
			49,634,708
Life Sciences Tools & Services - 0.8%
Bruker BioSciences Corp. (a)	1,010,000		18,099,200
Pharmaceuticals - 1.0%
Biodelivery Sciences International, Inc. (a)(d)	1,257,084		5,430,603
Pacira Pharmaceuticals, Inc. (a)	220,000		7,464,600
ViroPharma, Inc. (a)	270,000		9,266,400
			22,161,603
TOTAL HEALTH CARE			467,653,571
INDUSTRIALS - 17.0%
Aerospace & Defense - 2.8%
Esterline Technologies Corp. (a)	150,000		12,216,000
Teledyne Technologies, Inc. (a)	305,700		24,507,969
Triumph Group, Inc.	330,000		25,891,800
			62,615,769
Airlines - 0.7%
Spirit Airlines, Inc. (a)	500,000		16,525,000
Building Products - 0.9%
A.O. Smith Corp.	480,688		19,862,028
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - 1.3%
KAR Auction Services, Inc.	1,140,000		$ 29,001,600
Construction & Engineering - 1.6%
AECOM Technology Corp. (a)	300,000		10,170,000
EMCOR Group, Inc.	350,000		14,448,000
Tutor Perini Corp. (a)	554,285		10,963,757
			35,581,757
Electrical Equipment - 2.1%
EnerSys	480,000		25,401,600
Generac Holdings, Inc.	409,200		17,738,820
Preformed Line Products Co.	60,306		4,399,323
			47,539,743
Machinery - 5.4%
Actuant Corp. Class A	473,100		16,705,161
Harsco Corp.	445,000		11,463,200
Manitowoc Co., Inc.	900,000		18,477,000
Oshkosh Truck Corp. (a)	250,000		11,205,000
Standex International Corp.	301,838		17,817,497
TriMas Corp. (a)	605,298		22,414,185
Wabtec Corp.	384,600		22,329,876
			120,411,919
Professional Services - 0.0%
Nihon M&A Center, Inc.	612		40,942
Trading Companies & Distributors - 2.2%
Applied Industrial Technologies, Inc.	316,818		16,525,227
Watsco, Inc.	229,000		21,377,150
WESCO International, Inc. (a)	150,000		11,367,000
			49,269,377
TOTAL INDUSTRIALS			380,848,135
INFORMATION TECHNOLOGY - 25.8%
Communications Equipment - 0.8%
Plantronics, Inc.	380,000		17,666,200
Computers & Peripherals - 1.9%
Cray, Inc. (a)	1,032,200		23,916,074
Electronics for Imaging, Inc. (a)	670,000		20,120,100
			44,036,174
Electronic Equipment & Components - 4.6%
FEI Co.	370,000		28,656,500
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
FLIR Systems, Inc.	600,000		$ 19,482,000
InvenSense, Inc. (a)(d)	1,720,000		30,409,600
Neonode, Inc. (a)(d)	1,617,122		12,597,380
Parametric Sound Corp. (a)(d)(e)	666,810		11,382,447
			102,527,927
Internet Software & Services - 7.8%
Angie's List, Inc. (a)(d)	1,055,703		23,246,580
Blucora, Inc. (a)	621,143		12,422,860
Cornerstone OnDemand, Inc. (a)	530,000		23,341,200
Demandware, Inc. (a)(d)	353,439		15,699,760
E2open, Inc. (d)	1,176,594		23,390,689
Move, Inc. (a)	820,000		11,389,800
NIC, Inc.	1,893,704		34,882,028
SciQuest, Inc. (a)	294,372		7,259,214
Stamps.com, Inc. (a)	570,281		22,731,401
			174,363,532
IT Services - 2.7%
Euronet Worldwide, Inc. (a)	300,000		11,043,000
EVERTEC, Inc.	600,000		14,340,000
Genpact Ltd.	1,050,000		21,409,500
Sapient Corp. (a)	1,000,000		13,710,000
			60,502,500
Semiconductors & Semiconductor Equipment - 0.8%
PDF Solutions, Inc. (a)	886,056		18,181,869
Software - 7.2%
Aspen Technology, Inc. (a)	962,200		31,309,988
CommVault Systems, Inc. (a)	340,000		28,706,200
Destiny Media Technologies, Inc. (a)	1,620,269		3,596,997
Guidewire Software, Inc. (a)	434,816		19,027,548
Interactive Intelligence Group, Inc. (a)	200,000		11,360,000
Synopsys, Inc. (a)	540,000		20,001,600
Tyler Technologies, Inc. (a)	308,725		23,037,060
Ultimate Software Group, Inc. (a)	175,000		23,677,500
			160,716,893
TOTAL INFORMATION TECHNOLOGY			577,995,095
Common Stocks - continued
	Shares		Value
MATERIALS - 2.0%
Chemicals - 0.7%
Cytec Industries, Inc.	210,000		$ 16,359,000
Containers & Packaging - 0.7%
Graphic Packaging Holding Co. (a)	1,700,000		14,620,000
Paper & Forest Products - 0.6%
P.H. Glatfelter Co.	550,000		14,558,500
TOTAL MATERIALS			45,537,500
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.5%
inContact, Inc. (a)	1,200,000		10,176,000
TOTAL COMMON STOCKS (Cost $1,768,172,071)		2,193,341,515
Money Market Funds - 8.8%

Fidelity Cash Central Fund, 0.11% (b)	75,334,289		75,334,289
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	121,749,605		121,749,605
TOTAL MONEY MARKET FUNDS (Cost $197,083,894)		197,083,894
TOTAL INVESTMENT PORTFOLIO - 106.7% (Cost $1,965,255,965)			2,390,425,409
NET OTHER ASSETS (LIABILITIES) - (6.7)%			(150,019,314)
NET ASSETS - 100%		$ 2,240,406,095

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 109,835
Fidelity Securities Lending Cash Central Fund	2,002,990
Total	$ 2,112,825

Other Affiliated Issuers

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

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Neonode, Inc.	$ 6,969,000	$ 5,854,520	$ 5,076,631	$ -	$ -
Parametric Sound Corp.	2,428,413	5,644,334	1,370,378	-	11,382,447
Telular Corp.	4,715,000	3,371,313	10,661,344	259,000	-
US Home Systems, Inc.	6,604,750	-	8,975,299	-	-
Xtreme Drilling & Coil Services Corp. (144A)	-	178,443	201,743	-	-
Xtreme Drilling & Coil Services Corp.	6,786,658	-	-	-	14,769,740
Zedi, Inc.	3,905,172	2,997,316	1,070,631	-	4,053,675
Total	$ 31,408,993	$ 18,045,926	$ 27,356,026	$ 259,000	$ 30,205,862

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2013

Assets
Investment in securities, at value (including securities loaned of $120,973,392) - See accompanying schedule: Unaffiliated issuers (cost $1,744,211,544)	$ 2,163,135,653
Fidelity Central Funds (cost $197,083,894)	197,083,894
Other affiliated issuers (cost $23,960,527)	30,205,862
Total Investments (cost $1,965,255,965)		$ 2,390,425,409
Receivable for investments sold		35,301,694
Receivable for fund shares sold		2,852,120
Dividends receivable		415,342
Distributions receivable from Fidelity Central Funds		231,543
Other receivables		35,774
Total assets		2,429,261,882

Liabilities
Payable for investments purchased	$ 62,714,735
Payable for fund shares redeemed	2,747,629
Accrued management fee	1,207,297
Distribution and service plan fees payable	58,359
Other affiliated payables	312,392
Other payables and accrued expenses	65,770
Collateral on securities loaned, at value	121,749,605
Total liabilities		188,855,787

Net Assets		$ 2,240,406,095
Net Assets consist of:
Paid in capital		$ 1,568,067,724
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		247,173,320
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		425,165,051
Net Assets		$ 2,240,406,095

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2013

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($74,977,899 ÷ 3,812,892 shares)		$ 19.66

Maximum offering price per share (100/94.25 of $19.66)		$ 20.86
Class T: Net Asset Value and redemption price per share ($34,686,382 ÷ 1,789,472 shares)		$ 19.38

Maximum offering price per share (100/96.50 of $19.38)		$ 20.08
Class B: Net Asset Value and offering price per share ($3,485,507 ÷ 186,863 shares)^A		$ 18.65

Class C: Net Asset Value and offering price per share ($32,755,709 ÷ 1,759,550 shares)^A		$ 18.62

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($1,315,659,224 ÷ 65,562,467 shares)		$ 20.07

Class F: Net Asset Value, offering price and redemption price per share ($727,683,474 ÷ 35,934,773 shares)		$ 20.25

Institutional Class: Net Asset Value, offering price and redemption price per share ($51,157,900 ÷ 2,545,203 shares)		$ 20.10

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

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

Annual Report

Statement of Operations

	Year ended July 31, 2013

Investment Income
Dividends (including $259,000 earned from other affiliated issuers)		$ 17,072,216
Interest		880
Income from Fidelity Central Funds (including $2,002,990 from security lending)		2,112,825
Total income		19,185,921

Expenses
Management fee Basic fee	$ 14,065,171
Performance adjustment	(1,254,701)
Transfer agent fees	3,015,628
Distribution and service plan fees	609,395
Accounting and security lending fees	622,239
Custodian fees and expenses	73,226
Independent trustees' compensation	12,359
Registration fees	95,429
Audit	58,673
Legal	6,422
Interest	674
Miscellaneous	18,337
Total expenses before reductions	17,322,852
Expense reductions	(322,128)	17,000,724
Net investment income (loss)		2,185,197
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	326,344,850
Other affiliated issuers	925,631
Foreign currency transactions	20,901
Total net realized gain (loss)		327,291,382
Change in net unrealized appreciation (depreciation) on: Investment securities	244,672,948
Assets and liabilities in foreign currencies	6,602
Total change in net unrealized appreciation (depreciation)		244,679,550
Net gain (loss)		571,970,932
Net increase (decrease) in net assets resulting from operations		$ 574,156,129

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,185,197	$ (2,581,285)
Net realized gain (loss)	327,291,382	84,159,524
Change in net unrealized appreciation (depreciation)	244,679,550	(104,802,589)
Net increase (decrease) in net assets resulting from operations	574,156,129	(23,224,350)
Distributions to shareholders from net realized gain	(122,560,447)	(34,799,429)
Share transactions - net increase (decrease)	(58,479,174)	61,802,637
Redemption fees	117,383	255,125
Total increase (decrease) in net assets	393,233,891	4,033,983

Net Assets
Beginning of period	1,847,172,204	1,843,138,221
End of period (including accumulated net investment loss of $0 and accumulated net investment loss of $1,442,758, respectively)	$ 2,240,406,095	$ 1,847,172,204

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.87	$ 16.42	$ 12.66	$ 10.79	$ 13.20
Income from Investment Operations
Net investment income (loss) ^C	(.04)	(.07) ^F	(.07) ^G	(.07) ^H	(.06)
Net realized and unrealized gain (loss)	4.87	(.16)	3.84	1.94	(2.35)
Total from investment operations	4.83	(.23)	3.77	1.87	(2.41)
Distributions from net realized gain	(1.04)	(.32)	(.01) ^I	-	-
Redemption fees added to paid in capital ^{C, K}	-	-	-	-	-
Net asset value, end of period	$ 19.66	$ 15.87	$ 16.42	$ 12.66	$ 10.79
Total Return ^{A, B}	32.20%	(1.14)%	29.78%	17.33%	(18.26)%
Ratios to Average Net Assets ^{D, J}
Expenses before reductions	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of fee waivers, if any	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of all reductions	1.22%	1.34%	1.23%	1.34%	1.33%
Net investment income (loss)	(.26)%	(.49)% ^F	(.47)% ^G	(.56)% ^H	(.64)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 74,978	$ 59,684	$ 67,272	$ 50,620	$ 40,211
Portfolio turnover rate ^E	142%	150%	106%	105%	150%

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

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

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

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

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

^F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.61)%.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.67)%.

^I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.68	$ 16.27	$ 12.57	$ 10.74	$ 13.17
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.11) ^F	(.11) ^G	(.10) ^H	(.09)
Net realized and unrealized gain (loss)	4.82	(.16)	3.81	1.93	(2.34)
Total from investment operations	4.73	(.27)	3.70	1.83	(2.43)
Distributions from net realized gain	(1.03)	(.32)	-	-	-
Redemption fees added to paid in capital ^{C, J}	-	-	-	-	-
Net asset value, end of period	$ 19.38	$ 15.68	$ 16.27	$ 12.57	$ 10.74
Total Return ^{A, B}	31.87%	(1.41)%	29.44%	17.04%	(18.45)%
Ratios to Average Net Assets ^{D, I}
Expenses before reductions	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of fee waivers, if any	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of all reductions	1.48%	1.60%	1.49%	1.60%	1.59%
Net investment income (loss)	(.52)%	(.74)% ^F	(.73)% ^G	(.82)% ^H	(.91)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 34,686	$ 27,658	$ 30,764	$ 23,930	$ 21,533
Portfolio turnover rate ^E	142%	150%	106%	105%	150%

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.19	$ 15.86	$ 12.30	$ 10.57	$ 13.03
Income from Investment Operations
Net investment income (loss) ^C	(.16)	(.18) ^F	(.18) ^G	(.16) ^H	(.13)
Net realized and unrealized gain (loss)	4.64	(.17)	3.74	1.89	(2.33)
Total from investment operations	4.48	(.35)	3.56	1.73	(2.46)
Distributions from net realized gain	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^{C, J}	-	-	-	-	-
Net asset value, end of period	$ 18.65	$ 15.19	$ 15.86	$ 12.30	$ 10.57
Total Return ^{A, B}	31.25%	(1.96)%	28.94%	16.37%	(18.88)%
Ratios to Average Net Assets ^{D, I}
Expenses before reductions	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.97%	2.09%	1.98%	2.09%	2.08%
Net investment income (loss)	(1.01)%	(1.23)% ^F	(1.22)% ^G	(1.32)% ^H	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,486	$ 4,123	$ 5,295	$ 5,142	$ 4,171
Portfolio turnover rate ^E	142%	150%	106%	105%	150%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.16	$ 15.83	$ 12.28	$ 10.55	$ 13.00
Income from Investment Operations
Net investment income (loss) ^C	(.16)	(.18) ^F	(.18) ^G	(.16) ^H	(.13)
Net realized and unrealized gain (loss)	4.64	(.17)	3.73	1.89	(2.32)
Total from investment operations	4.48	(.35)	3.55	1.73	(2.45)
Distributions from net realized gain	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^{C, J}	-	-	-	-	-
Net asset value, end of period	$ 18.62	$ 15.16	$ 15.83	$ 12.28	$ 10.55
Total Return ^{A, B}	31.32%	(1.96)%	28.91%	16.40%	(18.85)%
Ratios to Average Net Assets ^{D, I}
Expenses before reductions	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.97%	2.09%	1.98%	2.09%	2.07%
Net investment income (loss)	(1.01)%	(1.24)% ^F	(1.22)% ^G	(1.32)% ^H	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 32,756	$ 24,683	$ 24,914	$ 18,091	$ 14,267
Portfolio turnover rate ^E	142%	150%	106%	105%	150%

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

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

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

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

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

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

Annual Report

Financial Highlights - Small Cap Growth

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 16.14	$ 16.65	$ 12.81	$ 10.89	$ 13.29
Income from Investment Operations
Net investment income (loss) ^B	.01	(.03) ^E	(.03) ^F	(.04) ^G	(.04)
Net realized and unrealized gain (loss)	4.98	(.16)	3.90	1.96	(2.36)
Total from investment operations	4.99	(.19)	3.87	1.92	(2.40)
Distributions from net realized gain	(1.06)	(.32)	(.03) ^H	-	-
Redemption fees added to paid in capital ^{B, J}	-	-	-	-	-
Net asset value, end of period	$ 20.07	$ 16.14	$ 16.65	$ 12.81	$ 10.89
Total Return ^A	32.74%	(.88)%	30.20%	17.63%	(18.06)%
Ratios to Average Net Assets ^{C, I}
Expenses before reductions	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of fee waivers, if any	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of all reductions	.88%	1.02%	.93%	1.07%	1.08%
Net investment income (loss)	.08%	(.16)% ^E	(.17)% ^F	(.29)% ^G	(.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,315,659	$ 1,166,101	$ 1,382,688	$ 1,204,818	$ 1,085,184
Portfolio turnover rate ^D	142%	150%	106%	105%	150%

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

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.25)%.

^F Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.39)%.

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2013	2012	2011	2010	2009 ^K
Selected Per-Share Data
Net asset value, beginning of period	$ 16.26	$ 16.73	$ 12.85	$ 10.90	$ 10.03
Income from Investment Operations
Net investment income (loss) ^D	.05	.01 ^H	.01 ^I	- ^{J, N}	(.01)
Net realized and unrealized gain (loss)	5.02	(.16)	3.91	1.95	.88
Total from investment operations	5.07	(.15)	3.92	1.95	.87
Distributions from net realized gain	(1.08)	(.32)	(.04) ^L	-	-
Redemption fees added to paid in capital ^{D, N}	-	-	-	-	-
Net asset value, end of period	$ 20.25	$ 16.26	$ 16.73	$ 12.85	$ 10.90
Total Return ^{B, C}	33.00%	(.64)%	30.56%	17.89%	8.67%
Ratios to Average Net Assets ^{E, M}
Expenses before reductions	.69%	.80%	.70%	.78%	.74% ^A
Expenses net of fee waivers, if any	.69%	.80%	.70%	.78%	.74% ^A
Expenses net of all reductions	.67%	.79%	.68%	.77%	.73% ^A
Net investment income (loss)	.29%	.07% ^H	.08% ^I	-% ^{G, J}	(.54)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 727,683	$ 528,229	$ 290,765	$ 106,941	$ 159
Portfolio turnover rate ^F	142%	150%	106%	105%	150%

^A Annualized

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

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

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

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

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

^G Amount represents less than .01%.

^I Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06)%.

^J Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.10)%.

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

^L The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 16.17	$ 16.68	$ 12.83	$ 10.91	$ 13.30
Income from Investment Operations
Net investment income (loss) ^B	.01	(.03) ^E	(.03) ^F	(.03) ^G	(.03)
Net realized and unrealized gain (loss)	4.98	(.16)	3.91	1.95	(2.36)
Total from investment operations	4.99	(.19)	3.88	1.92	(2.39)
Distributions from net realized gain	(1.06)	(.32)	(.03) ^H	-	-
Redemption fees added to paid in capital ^{B, J}	-	-	-	-	-
Net asset value, end of period	$ 20.10	$ 16.17	$ 16.68	$ 12.83	$ 10.91
Total Return ^A	32.65%	(.88)%	30.24%	17.60%	(17.97)%
Ratios to Average Net Assets ^{C, I}
Expenses before reductions	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of fee waivers, if any	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of all reductions	.91%	1.05%	.93%	1.02%	1.04%
Net investment income (loss)	.06%	(.19)% ^E	(.17)% ^F	(.24)% ^G	(.36)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 51,158	$ 36,694	$ 41,440	$ 25,650	$ 19,204
Portfolio turnover rate ^D	142%	150%	106%	105%	150%

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

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

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

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2013

1. Organization.

Fidelity Small Cap Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Growth, Class F and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

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3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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

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

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

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of July 31, 2013, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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, partnerships and losses deferred due to wash sales and excise tax regulations.

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3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 440,572,794
Gross unrealized depreciation	(17,106,671)
Net unrealized appreciation (depreciation) on securities and other investments	$ 423,466,123

Tax Cost	$ 1,966,959,286

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

Undistributed ordinary income	$ 106,393,413
Undistributed long-term capital gain	$ 142,483,227
Net unrealized appreciation (depreciation)	$ 423,461,730

The tax character of distributions paid was as follows:

	July 31, 2013	July 31, 2012
Ordinary Income	$ 5,191,398	$ -
Long-term Capital Gains	117,369,049	34,799,429
Total	$ 122,560,447	$ 34,799,429

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,731,095,699 and $2,897,640,503, respectively.

5. Fees and Other Transactions with Affiliates.

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Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Growth as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .64% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 158,162	$ 3,570
Class T	.25%	.25%	145,172	1,664
Class B	.75%	.25%	37,548	28,458
Class C	.75%	.25%	268,513	44,877
			$ 609,395	$ 78,569

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

	Retained by FDC
Class A	$ 26,925
Class T	7,772
Class B*	4,960
Class C*	2,503
	$ 42,160

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

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5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

	Amount	% of Average Net Assets
Class A	$ 189,665	.30
Class T	89,260	.31
Class B	11,279	.30
Class C	80,491	.30
Small Cap Growth	2,548,777	.21
Institutional Class	96,156	.23
	$ 3,015,628

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $81,093 for the period.

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

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 10,856,167	.37%	$ 674

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Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $4,620 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $2,735,765. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $310,189 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom FMR places trades on behalf of the Fund include an amount in addition to trade execution, which is rebated back to the Fund to offset certain expenses. This amount totaled $317,619 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $50.

Annual Report

8. Expense Reductions - continued

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $4,459.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2013	2012
From net realized gain
Class A	$ 3,855,020	$ 1,262,924
Class T	1,778,904	573,407
Class B	260,524	101,910
Class C	1,656,727	481,854
Small Cap Growth	74,940,038	25,434,274
Class F	37,680,389	6,152,820
Institutional Class	2,388,845	792,240
Total	$ 122,560,447	$ 34,799,429

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Class A
Shares sold	969,311	986,718	$ 16,711,827	$ 14,926,996
Reinvestment of distributions	231,282	85,896	3,646,231	1,194,285
Shares redeemed	(1,149,326)	(1,407,222)	(19,219,034)	(21,375,353)
Net increase (decrease)	51,267	(334,608)	$ 1,139,024	$ (5,254,072)
Class T
Shares sold	457,321	358,193	$ 7,743,595	$ 5,456,756
Reinvestment of distributions	106,640	38,774	1,660,117	533,890
Shares redeemed	(538,707)	(523,310)	(8,802,237)	(7,812,853)
Net increase (decrease)	25,254	(126,343)	$ 601,475	$ (1,822,207)
Class B
Shares sold	6,696	11,810	$ 106,485	$ 172,624
Reinvestment of distributions	16,337	7,173	246,159	96,091
Shares redeemed	(107,598)	(81,516)	(1,730,845)	(1,196,288)
Net increase (decrease)	(84,565)	(62,533)	$ (1,378,201)	$ (927,573)

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Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Class C
Shares sold	456,788	405,451	$ 7,531,447	$ 5,976,693
Reinvestment of distributions	103,215	33,110	1,550,542	443,092
Shares redeemed	(428,305)	(384,855)	(6,821,754)	(5,527,477)
Net increase (decrease)	131,698	53,706	$ 2,260,235	$ 892,308
Small Cap Growth
Shares sold	10,379,088	14,552,522	$ 182,249,151	$ 226,496,807
Reinvestment of distributions	4,595,875	1,774,167	73,721,316	25,022,882
Shares redeemed	(21,652,202)	(27,135,724)	(371,997,767)	(414,348,619)
Net increase (decrease)	(6,677,239)	(10,809,035)	$ (116,027,300)	$ (162,828,930)
Class F
Shares sold	7,670,010	16,430,240	$ 131,231,307	$ 255,874,632
Reinvestment of distributions	2,336,095	432,802	37,680,389	6,152,820
Shares redeemed	(6,554,937)	(1,757,546)	(118,928,973)	(26,811,905)
Net increase (decrease)	3,451,168	15,105,496	$ 49,982,723	$ 235,215,547
Institutional Class
Shares sold	727,207	819,623	$ 12,757,998	$ 12,520,738
Reinvestment of distributions	128,780	44,186	2,069,290	624,723
Shares redeemed	(580,321)	(1,078,752)	(9,884,418)	(16,617,897)
Net increase (decrease)	275,666	(214,943)	$ 4,942,870	$ (3,472,436)

11. Other.

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

At the end of the period, the Fidelity Freedom Funds and the Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 59% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap 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 Small Cap Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Small Cap 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 July 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2013

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 166 Fidelity funds. Mr. Curvey oversees 387 Fidelity funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos oversee 230 Fidelity funds.

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 of the trust and the fund (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board 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.

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

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Trustees and Officers - continued

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

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

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

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

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
	Year of Election or Appointment: 2011 Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Annual Report

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, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Annual Report

Trustees and Officers - continued

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (1969)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2008-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (1964)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds (2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (1964)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (1968)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (1969)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (1968)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (1958)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (1968)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Joseph F. Zambello (1957)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (1967)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present), Deputy Treasurer (2008-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (1971)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
	Year of Election or Appointment: 2013 Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Deputy Treasurer of other Fidelity funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Stephanie J. Dorsey (1969)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer (2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Gary W. Ryan (1958)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (1968)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Growth Fund voted to pay to shareholders of record at the opening of business, the following distributions per share derived from capital gains realized from sales of portfolio securities:

	Pay Date	Record Date	Capital Gains
Class A	09/16/13	09/13/13	$2.204
Class T	09/16/13	09/13/13	$2.183
Class B	09/16/13	09/13/13	$2.105
Class C	09/16/13	09/13/13	$2.143

Class A and Class T designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2013, $193,398,519, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Growth Fund

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

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2013 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is a part of the Fidelity family of funds.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the fund, including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in November 2011.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Annual Report

Fidelity Small Cap Growth Fund

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The Board has discussed with FMR the fund's underperformance (based on the December 31, 2012 data presented herein) and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance. The Board noted that the fund's performance has improved for more recent periods.

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 14% means that 86% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Small Cap Growth Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

Annual Report

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

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

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class F ranked below its competitive median for 2012 and the total expense ratio of Class T ranked above its competitive median for 2012. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

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

Annual Report

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCP-UANN-0913
1.803713.108

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

Small Cap Growth

Fund - Institutional Class

Annual Report

July 31, 2013

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Small Cap GrowthFund

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Life of fund ^A
Institutional Class	32.65%	10.56%	10.53%

^AFrom November 3, 2004.

$10,000 Over Life of Fund

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

asc1126581

Annual Report

Management's Discussion of Fund Performance

Comments from Patrick Venanzi, Portfolio Manager of Fidelity Advisor® Small Cap Growth Fund: For the year, the fund's Institutional Class shares rose 32.65%, lagging the 35.39% gain of the Russell 2000® Growth Index. I aim to buy small-cap stocks with above-average growth opportunities at reasonable prices. Along with the market, the fund did very well in absolute terms, but lagged its benchmark. Given the longer-term focus and the quality bias of my investments, the fund sometimes trails the index during the market's strongest short-term periods. The fund's cash stake of roughly 4%, on average, during the past year weighed on relative performance, and a non-index position in Mellanox Technologies, a maker of data transfer and storage products, was the biggest individual detractor. Online health insurance provider eHealth was another miss for the fund, due to untimely ownership, and I sold both Mellanox and eHealth by period end. On the plus side, specialty furniture and electronics retailer Conn's was our top relative contributor, with its stock benefiting as a proactive management team effectively revamped stores, offering higher-quality products and customer-friendly financing options.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Class A	1.22%
Actual		$ 1,000.00	$ 1,183.60	$ 6.61
Hypothetical^A		$ 1,000.00	$ 1,018.74	$ 6.11
Class T	1.48%
Actual		$ 1,000.00	$ 1,181.70	$ 8.01
Hypothetical^A		$ 1,000.00	$ 1,017.46	$ 7.40
Class B	1.97%
Actual		$ 1,000.00	$ 1,178.90	$ 10.64
Hypothetical^A		$ 1,000.00	$ 1,015.03	$ 9.84
Class C	1.97%
Actual		$ 1,000.00	$ 1,179.20	$ 10.64
Hypothetical^A		$ 1,000.00	$ 1,015.03	$ 9.84
Small Cap Growth	.88%
Actual		$ 1,000.00	$ 1,186.20	$ 4.77
Hypothetical^A		$ 1,000.00	$ 1,020.43	$ 4.41
Class F	.67%
Actual		$ 1,000.00	$ 1,187.00	$ 3.63
Hypothetical^A		$ 1,000.00	$ 1,021.47	$ 3.36
Institutional Class	.90%
Actual		$ 1,000.00	$ 1,185.80	$ 4.88
Hypothetical^A		$ 1,000.00	$ 1,020.33	$ 4.51

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
NIC, Inc.	1.6	0.0
Grand Canyon Education, Inc.	1.5	0.9
Aspen Technology, Inc.	1.4	1.7
InvenSense, Inc.	1.3	1.0
KAR Auction Services, Inc.	1.3	0.0
CommVault Systems, Inc.	1.3	1.5
FEI Co.	1.3	0.9
Service Corp. International	1.3	0.0
HSN, Inc.	1.3	1.7
athenahealth, Inc.	1.2	0.0
	13.5
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	25.8	19.2
Health Care	20.9	18.8
Industrials	17.0	15.5
Consumer Discretionary	16.0	17.2
Financials	8.4	7.3

Asset Allocation (% of fund's net assets)
As of July 31, 2013*			As of January 31, 2013**
	Stocks 97.9%			Stocks 95.5%
	Short-Term Investments and Net Other Assets (Liabilities) 2.1%			Short-Term Investments and Net Other Assets (Liabilities) 4.5%
* Foreign investments		4.0%	** Foreign investments		6.6%

asc1126587

Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.9%
	Shares		Value
CONSUMER DISCRETIONARY - 16.0%
Auto Components - 0.5%
Tenneco, Inc. (a)	250,000		$ 12,082,500
Diversified Consumer Services - 2.8%
Grand Canyon Education, Inc. (a)	987,953		33,412,570
Service Corp. International	1,510,000		28,644,700
			62,057,270
Hotels, Restaurants & Leisure - 4.4%
AFC Enterprises, Inc. (a)	400,231		14,728,501
Bloomin' Brands, Inc.	500,000		11,800,000
Jack in the Box, Inc. (a)	550,000		22,049,500
Papa John's International, Inc. (a)	300,000		20,058,000
Sonic Corp. (a)	912,000		14,017,440
Texas Roadhouse, Inc. Class A	700,000		17,108,000
			99,761,441
Household Durables - 1.0%
Jarden Corp. (a)	375,000		17,051,250
Universal Electronics, Inc. (a)	199,089		6,137,914
			23,189,164
Internet & Catalog Retail - 1.3%
HSN, Inc.	475,000		28,528,500
Leisure Equipment & Products - 1.0%
Brunswick Corp.	570,000		21,517,500
Media - 0.9%
Cinemark Holdings, Inc.	700,000		20,384,000
Specialty Retail - 1.3%
Conn's, Inc. (a)	194,947		12,597,475
Tile Shop Holdings, Inc. (a)	601,100		17,089,273
			29,686,748
Textiles, Apparel & Luxury Goods - 2.8%
G-III Apparel Group Ltd. (a)	470,000		24,186,200
Steven Madden Ltd. (a)	451,400		23,210,988
Wolverine World Wide, Inc.	250,000		14,377,500
			61,774,688
TOTAL CONSUMER DISCRETIONARY			358,981,811
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - 2.4%
Food Products - 1.8%
J&J Snack Foods Corp.	200,000		$ 15,936,000
WhiteWave Foods Co. (d)	1,347,200		25,179,168
			41,115,168
Personal Products - 0.6%
Inter Parfums, Inc.	392,925		12,958,667
TOTAL CONSUMER STAPLES			54,073,835
ENERGY - 4.9%
Energy Equipment & Services - 2.7%
Atwood Oceanics, Inc. (a)	185,000		10,422,900
Dril-Quip, Inc. (a)	170,000		15,454,700
Essential Energy Services Ltd.	2,232,100		5,650,336
Western Energy Services Corp.	1,330,000		10,825,431
Xtreme Drilling & Coil Services Corp. (a)(e)	4,100,000		14,769,740
Zedi, Inc. (a)(e)	7,178,500		4,053,675
			61,176,782
Oil, Gas & Consumable Fuels - 2.2%
EPL Oil & Gas, Inc. (a)	300,000		9,648,000
Rosetta Resources, Inc. (a)	380,000		17,331,800
Tesoro Logistics LP	150,000		8,023,500
Whitecap Resources, Inc. (d)	1,100,000		11,823,581
Whitecap Resources, Inc. rights 8/30/13 (a)	100,000		1,077,792
			47,904,673
TOTAL ENERGY			109,081,455
FINANCIALS - 8.4%
Capital Markets - 0.6%
Virtus Investment Partners, Inc. (a)	73,084		13,630,166
Commercial Banks - 2.1%
BBCN Bancorp, Inc.	1,340,000		19,577,400
City National Corp.	320,000		22,249,600
Pacific Premier Bancorp, Inc. (a)	385,000		5,016,550
			46,843,550
Insurance - 3.7%
Amerisafe, Inc.	492,900		17,611,317
FBL Financial Group, Inc. Class A	148,825		6,582,530
Primerica, Inc.	480,000		19,699,200
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
ProAssurance Corp.	430,000		$ 23,017,900
StanCorp Financial Group, Inc.	300,000		15,927,000
			82,837,947
Real Estate Investment Trusts - 1.3%
Cousins Properties, Inc.	1,500,000		15,375,000
Piedmont Office Realty Trust, Inc. Class A	800,000		14,472,000
			29,847,000
Real Estate Management & Development - 0.7%
Howard Hughes Corp. (a)	145,000		15,835,450
TOTAL FINANCIALS			188,994,113
HEALTH CARE - 20.9%
Biotechnology - 8.1%
Alkermes PLC (a)	175,500		5,893,290
ARIAD Pharmaceuticals, Inc. (a)	260,000		4,830,800
Array BioPharma, Inc. (a)	1,120,000		7,459,200
Astex Pharmaceuticals, Inc. (a)	1,250,000		6,537,500
BioMarin Pharmaceutical, Inc. (a)	120,000		7,758,000
Celldex Therapeutics, Inc. (a)	600,000		12,288,000
ChemoCentryx, Inc. (a)	250,000		3,495,000
Chimerix, Inc.	250,000		5,685,000
Cubist Pharmaceuticals, Inc. (a)	194,762		12,139,515
Hyperion Therapeutics, Inc.	200,000		5,010,000
Infinity Pharmaceuticals, Inc. (a)	228,236		4,834,038
Insmed, Inc. (a)(d)	666,400		7,403,704
Isis Pharmaceuticals, Inc. (a)	447,257		12,903,364
Medivation, Inc. (a)	160,000		9,259,200
Novavax, Inc. (a)	2,100,000		5,649,000
OncoGenex Pharmaceuticals, Inc. (a)	116,487		1,138,078
Stemline Therapeutics, Inc.	154,000		4,333,560
Sunesis Pharmaceuticals, Inc. (a)(d)	1,097,300		5,574,284
Synageva BioPharma Corp. (a)	170,000		8,177,000
Synergy Pharmaceuticals, Inc. (a)(d)	800,000		3,600,000
TESARO, Inc. (a)	148,800		5,077,056
Theravance, Inc. (a)(d)	469,000		18,084,640
Threshold Pharmaceuticals, Inc. (a)	1,072,634		5,813,676
Vanda Pharmaceuticals, Inc. (a)	500,000		5,830,000
XOMA Corp. (a)(d)	2,500,000		13,575,000
			182,348,905
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - 4.7%
Align Technology, Inc. (a)	595,798		$ 25,643,146
ICU Medical, Inc. (a)	191,000		13,692,790
NxStage Medical, Inc. (a)	272,400		3,530,304
Sirona Dental Systems, Inc. (a)	125,000		8,825,000
Steris Corp.	581,000		26,156,620
Teleflex, Inc.	189,300		15,036,099
The Spectranetics Corp. (a)	650,000		11,713,000
			104,596,959
Health Care Providers & Services - 4.1%
BioScrip, Inc. (a)	1,100,000		17,875,000
Centene Corp. (a)	330,000		18,305,100
MEDNAX, Inc. (a)	122,900		11,972,918
Molina Healthcare, Inc. (a)(d)	600,000		22,272,000
MWI Veterinary Supply, Inc. (a)	143,400		20,387,178
			90,812,196
Health Care Technology - 2.2%
athenahealth, Inc. (a)(d)	250,000		27,987,500
Medidata Solutions, Inc. (a)	233,948		21,647,208
			49,634,708
Life Sciences Tools & Services - 0.8%
Bruker BioSciences Corp. (a)	1,010,000		18,099,200
Pharmaceuticals - 1.0%
Biodelivery Sciences International, Inc. (a)(d)	1,257,084		5,430,603
Pacira Pharmaceuticals, Inc. (a)	220,000		7,464,600
ViroPharma, Inc. (a)	270,000		9,266,400
			22,161,603
TOTAL HEALTH CARE			467,653,571
INDUSTRIALS - 17.0%
Aerospace & Defense - 2.8%
Esterline Technologies Corp. (a)	150,000		12,216,000
Teledyne Technologies, Inc. (a)	305,700		24,507,969
Triumph Group, Inc.	330,000		25,891,800
			62,615,769
Airlines - 0.7%
Spirit Airlines, Inc. (a)	500,000		16,525,000
Building Products - 0.9%
A.O. Smith Corp.	480,688		19,862,028
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - 1.3%
KAR Auction Services, Inc.	1,140,000		$ 29,001,600
Construction & Engineering - 1.6%
AECOM Technology Corp. (a)	300,000		10,170,000
EMCOR Group, Inc.	350,000		14,448,000
Tutor Perini Corp. (a)	554,285		10,963,757
			35,581,757
Electrical Equipment - 2.1%
EnerSys	480,000		25,401,600
Generac Holdings, Inc.	409,200		17,738,820
Preformed Line Products Co.	60,306		4,399,323
			47,539,743
Machinery - 5.4%
Actuant Corp. Class A	473,100		16,705,161
Harsco Corp.	445,000		11,463,200
Manitowoc Co., Inc.	900,000		18,477,000
Oshkosh Truck Corp. (a)	250,000		11,205,000
Standex International Corp.	301,838		17,817,497
TriMas Corp. (a)	605,298		22,414,185
Wabtec Corp.	384,600		22,329,876
			120,411,919
Professional Services - 0.0%
Nihon M&A Center, Inc.	612		40,942
Trading Companies & Distributors - 2.2%
Applied Industrial Technologies, Inc.	316,818		16,525,227
Watsco, Inc.	229,000		21,377,150
WESCO International, Inc. (a)	150,000		11,367,000
			49,269,377
TOTAL INDUSTRIALS			380,848,135
INFORMATION TECHNOLOGY - 25.8%
Communications Equipment - 0.8%
Plantronics, Inc.	380,000		17,666,200
Computers & Peripherals - 1.9%
Cray, Inc. (a)	1,032,200		23,916,074
Electronics for Imaging, Inc. (a)	670,000		20,120,100
			44,036,174
Electronic Equipment & Components - 4.6%
FEI Co.	370,000		28,656,500
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
FLIR Systems, Inc.	600,000		$ 19,482,000
InvenSense, Inc. (a)(d)	1,720,000		30,409,600
Neonode, Inc. (a)(d)	1,617,122		12,597,380
Parametric Sound Corp. (a)(d)(e)	666,810		11,382,447
			102,527,927
Internet Software & Services - 7.8%
Angie's List, Inc. (a)(d)	1,055,703		23,246,580
Blucora, Inc. (a)	621,143		12,422,860
Cornerstone OnDemand, Inc. (a)	530,000		23,341,200
Demandware, Inc. (a)(d)	353,439		15,699,760
E2open, Inc. (d)	1,176,594		23,390,689
Move, Inc. (a)	820,000		11,389,800
NIC, Inc.	1,893,704		34,882,028
SciQuest, Inc. (a)	294,372		7,259,214
Stamps.com, Inc. (a)	570,281		22,731,401
			174,363,532
IT Services - 2.7%
Euronet Worldwide, Inc. (a)	300,000		11,043,000
EVERTEC, Inc.	600,000		14,340,000
Genpact Ltd.	1,050,000		21,409,500
Sapient Corp. (a)	1,000,000		13,710,000
			60,502,500
Semiconductors & Semiconductor Equipment - 0.8%
PDF Solutions, Inc. (a)	886,056		18,181,869
Software - 7.2%
Aspen Technology, Inc. (a)	962,200		31,309,988
CommVault Systems, Inc. (a)	340,000		28,706,200
Destiny Media Technologies, Inc. (a)	1,620,269		3,596,997
Guidewire Software, Inc. (a)	434,816		19,027,548
Interactive Intelligence Group, Inc. (a)	200,000		11,360,000
Synopsys, Inc. (a)	540,000		20,001,600
Tyler Technologies, Inc. (a)	308,725		23,037,060
Ultimate Software Group, Inc. (a)	175,000		23,677,500
			160,716,893
TOTAL INFORMATION TECHNOLOGY			577,995,095
Common Stocks - continued
	Shares		Value
MATERIALS - 2.0%
Chemicals - 0.7%
Cytec Industries, Inc.	210,000		$ 16,359,000
Containers & Packaging - 0.7%
Graphic Packaging Holding Co. (a)	1,700,000		14,620,000
Paper & Forest Products - 0.6%
P.H. Glatfelter Co.	550,000		14,558,500
TOTAL MATERIALS			45,537,500
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.5%
inContact, Inc. (a)	1,200,000		10,176,000
TOTAL COMMON STOCKS (Cost $1,768,172,071)		2,193,341,515
Money Market Funds - 8.8%

Fidelity Cash Central Fund, 0.11% (b)	75,334,289		75,334,289
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	121,749,605		121,749,605
TOTAL MONEY MARKET FUNDS (Cost $197,083,894)		197,083,894
TOTAL INVESTMENT PORTFOLIO - 106.7% (Cost $1,965,255,965)			2,390,425,409
NET OTHER ASSETS (LIABILITIES) - (6.7)%			(150,019,314)
NET ASSETS - 100%		$ 2,240,406,095

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 109,835
Fidelity Securities Lending Cash Central Fund	2,002,990
Total	$ 2,112,825

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Neonode, Inc.	$ 6,969,000	$ 5,854,520	$ 5,076,631	$ -	$ -
Parametric Sound Corp.	2,428,413	5,644,334	1,370,378	-	11,382,447
Telular Corp.	4,715,000	3,371,313	10,661,344	259,000	-
US Home Systems, Inc.	6,604,750	-	8,975,299	-	-
Xtreme Drilling & Coil Services Corp. (144A)	-	178,443	201,743	-	-
Xtreme Drilling & Coil Services Corp.	6,786,658	-	-	-	14,769,740
Zedi, Inc.	3,905,172	2,997,316	1,070,631	-	4,053,675
Total	$ 31,408,993	$ 18,045,926	$ 27,356,026	$ 259,000	$ 30,205,862

Other Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2013

Assets
Investment in securities, at value (including securities loaned of $120,973,392) - See accompanying schedule: Unaffiliated issuers (cost $1,744,211,544)	$ 2,163,135,653
Fidelity Central Funds (cost $197,083,894)	197,083,894
Other affiliated issuers (cost $23,960,527)	30,205,862
Total Investments (cost $1,965,255,965)		$ 2,390,425,409
Receivable for investments sold		35,301,694
Receivable for fund shares sold		2,852,120
Dividends receivable		415,342
Distributions receivable from Fidelity Central Funds		231,543
Other receivables		35,774
Total assets		2,429,261,882

Liabilities
Payable for investments purchased	$ 62,714,735
Payable for fund shares redeemed	2,747,629
Accrued management fee	1,207,297
Distribution and service plan fees payable	58,359
Other affiliated payables	312,392
Other payables and accrued expenses	65,770
Collateral on securities loaned, at value	121,749,605
Total liabilities		188,855,787

Net Assets		$ 2,240,406,095
Net Assets consist of:
Paid in capital		$ 1,568,067,724
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		247,173,320
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		425,165,051
Net Assets		$ 2,240,406,095

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2013

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($74,977,899 ÷ 3,812,892 shares)		$ 19.66

Maximum offering price per share (100/94.25 of $19.66)		$ 20.86
Class T: Net Asset Value and redemption price per share ($34,686,382 ÷ 1,789,472 shares)		$ 19.38

Maximum offering price per share (100/96.50 of $19.38)		$ 20.08
Class B: Net Asset Value and offering price per share ($3,485,507 ÷ 186,863 shares)^A		$ 18.65

Class C: Net Asset Value and offering price per share ($32,755,709 ÷ 1,759,550 shares)^A		$ 18.62

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($1,315,659,224 ÷ 65,562,467 shares)		$ 20.07

Class F: Net Asset Value, offering price and redemption price per share ($727,683,474 ÷ 35,934,773 shares)		$ 20.25

Institutional Class: Net Asset Value, offering price and redemption price per share ($51,157,900 ÷ 2,545,203 shares)		$ 20.10

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

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

Annual Report

Statement of Operations

	Year ended July 31, 2013

Investment Income
Dividends (including $259,000 earned from other affiliated issuers)		$ 17,072,216
Interest		880
Income from Fidelity Central Funds (including $2,002,990 from security lending)		2,112,825
Total income		19,185,921

Expenses
Management fee Basic fee	$ 14,065,171
Performance adjustment	(1,254,701)
Transfer agent fees	3,015,628
Distribution and service plan fees	609,395
Accounting and security lending fees	622,239
Custodian fees and expenses	73,226
Independent trustees' compensation	12,359
Registration fees	95,429
Audit	58,673
Legal	6,422
Interest	674
Miscellaneous	18,337
Total expenses before reductions	17,322,852
Expense reductions	(322,128)	17,000,724
Net investment income (loss)		2,185,197
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	326,344,850
Other affiliated issuers	925,631
Foreign currency transactions	20,901
Total net realized gain (loss)		327,291,382
Change in net unrealized appreciation (depreciation) on: Investment securities	244,672,948
Assets and liabilities in foreign currencies	6,602
Total change in net unrealized appreciation (depreciation)		244,679,550
Net gain (loss)		571,970,932
Net increase (decrease) in net assets resulting from operations		$ 574,156,129

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,185,197	$ (2,581,285)
Net realized gain (loss)	327,291,382	84,159,524
Change in net unrealized appreciation (depreciation)	244,679,550	(104,802,589)
Net increase (decrease) in net assets resulting from operations	574,156,129	(23,224,350)
Distributions to shareholders from net realized gain	(122,560,447)	(34,799,429)
Share transactions - net increase (decrease)	(58,479,174)	61,802,637
Redemption fees	117,383	255,125
Total increase (decrease) in net assets	393,233,891	4,033,983

Net Assets
Beginning of period	1,847,172,204	1,843,138,221
End of period (including accumulated net investment loss of $0 and accumulated net investment loss of $1,442,758, respectively)	$ 2,240,406,095	$ 1,847,172,204

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.87	$ 16.42	$ 12.66	$ 10.79	$ 13.20
Income from Investment Operations
Net investment income (loss) ^C	(.04)	(.07) ^F	(.07) ^G	(.07) ^H	(.06)
Net realized and unrealized gain (loss)	4.87	(.16)	3.84	1.94	(2.35)
Total from investment operations	4.83	(.23)	3.77	1.87	(2.41)
Distributions from net realized gain	(1.04)	(.32)	(.01) ^I	-	-
Redemption fees added to paid in capital ^{C, K}	-	-	-	-	-
Net asset value, end of period	$ 19.66	$ 15.87	$ 16.42	$ 12.66	$ 10.79
Total Return ^{A, B}	32.20%	(1.14)%	29.78%	17.33%	(18.26)%
Ratios to Average Net Assets ^{D, J}
Expenses before reductions	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of fee waivers, if any	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of all reductions	1.22%	1.34%	1.23%	1.34%	1.33%
Net investment income (loss)	(.26)%	(.49)% ^F	(.47)% ^G	(.56)% ^H	(.64)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 74,978	$ 59,684	$ 67,272	$ 50,620	$ 40,211
Portfolio turnover rate ^E	142%	150%	106%	105%	150%

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

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

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

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

^I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.68	$ 16.27	$ 12.57	$ 10.74	$ 13.17
Income from Investment Operations
Net investment income (loss) ^C	(.09)	(.11) ^F	(.11) ^G	(.10) ^H	(.09)
Net realized and unrealized gain (loss)	4.82	(.16)	3.81	1.93	(2.34)
Total from investment operations	4.73	(.27)	3.70	1.83	(2.43)
Distributions from net realized gain	(1.03)	(.32)	-	-	-
Redemption fees added to paid in capital ^{C, J}	-	-	-	-	-
Net asset value, end of period	$ 19.38	$ 15.68	$ 16.27	$ 12.57	$ 10.74
Total Return ^{A, B}	31.87%	(1.41)%	29.44%	17.04%	(18.45)%
Ratios to Average Net Assets ^{D, I}
Expenses before reductions	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of fee waivers, if any	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of all reductions	1.48%	1.60%	1.49%	1.60%	1.59%
Net investment income (loss)	(.52)%	(.74)% ^F	(.73)% ^G	(.82)% ^H	(.91)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 34,686	$ 27,658	$ 30,764	$ 23,930	$ 21,533
Portfolio turnover rate ^E	142%	150%	106%	105%	150%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.19	$ 15.86	$ 12.30	$ 10.57	$ 13.03
Income from Investment Operations
Net investment income (loss) ^C	(.16)	(.18) ^F	(.18) ^G	(.16) ^H	(.13)
Net realized and unrealized gain (loss)	4.64	(.17)	3.74	1.89	(2.33)
Total from investment operations	4.48	(.35)	3.56	1.73	(2.46)
Distributions from net realized gain	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^{C, J}	-	-	-	-	-
Net asset value, end of period	$ 18.65	$ 15.19	$ 15.86	$ 12.30	$ 10.57
Total Return ^{A, B}	31.25%	(1.96)%	28.94%	16.37%	(18.88)%
Ratios to Average Net Assets ^{D, I}
Expenses before reductions	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.97%	2.09%	1.98%	2.09%	2.08%
Net investment income (loss)	(1.01)%	(1.23)% ^F	(1.22)% ^G	(1.32)% ^H	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,486	$ 4,123	$ 5,295	$ 5,142	$ 4,171
Portfolio turnover rate ^E	142%	150%	106%	105%	150%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.16	$ 15.83	$ 12.28	$ 10.55	$ 13.00
Income from Investment Operations
Net investment income (loss) ^C	(.16)	(.18) ^F	(.18) ^G	(.16) ^H	(.13)
Net realized and unrealized gain (loss)	4.64	(.17)	3.73	1.89	(2.32)
Total from investment operations	4.48	(.35)	3.55	1.73	(2.45)
Distributions from net realized gain	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^{C, J}	-	-	-	-	-
Net asset value, end of period	$ 18.62	$ 15.16	$ 15.83	$ 12.28	$ 10.55
Total Return ^{A, B}	31.32%	(1.96)%	28.91%	16.40%	(18.85)%
Ratios to Average Net Assets ^{D, I}
Expenses before reductions	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.97%	2.09%	1.98%	2.09%	2.07%
Net investment income (loss)	(1.01)%	(1.24)% ^F	(1.22)% ^G	(1.32)% ^H	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 32,756	$ 24,683	$ 24,914	$ 18,091	$ 14,267
Portfolio turnover rate ^E	142%	150%	106%	105%	150%

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

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

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

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

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

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

Annual Report

Financial Highlights - Small Cap Growth

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 16.14	$ 16.65	$ 12.81	$ 10.89	$ 13.29
Income from Investment Operations
Net investment income (loss) ^B	.01	(.03) ^E	(.03) ^F	(.04) ^G	(.04)
Net realized and unrealized gain (loss)	4.98	(.16)	3.90	1.96	(2.36)
Total from investment operations	4.99	(.19)	3.87	1.92	(2.40)
Distributions from net realized gain	(1.06)	(.32)	(.03) ^H	-	-
Redemption fees added to paid in capital ^{B, J}	-	-	-	-	-
Net asset value, end of period	$ 20.07	$ 16.14	$ 16.65	$ 12.81	$ 10.89
Total Return ^A	32.74%	(.88)%	30.20%	17.63%	(18.06)%
Ratios to Average Net Assets ^{C, I}
Expenses before reductions	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of fee waivers, if any	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of all reductions	.88%	1.02%	.93%	1.07%	1.08%
Net investment income (loss)	.08%	(.16)% ^E	(.17)% ^F	(.29)% ^G	(.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,315,659	$ 1,166,101	$ 1,382,688	$ 1,204,818	$ 1,085,184
Portfolio turnover rate ^D	142%	150%	106%	105%	150%

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

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

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

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2013	2012	2011	2010	2009 ^K
Selected Per-Share Data
Net asset value, beginning of period	$ 16.26	$ 16.73	$ 12.85	$ 10.90	$ 10.03
Income from Investment Operations
Net investment income (loss) ^D	.05	.01 ^H	.01 ^I	- ^{J, N}	(.01)
Net realized and unrealized gain (loss)	5.02	(.16)	3.91	1.95	.88
Total from investment operations	5.07	(.15)	3.92	1.95	.87
Distributions from net realized gain	(1.08)	(.32)	(.04) ^L	-	-
Redemption fees added to paid in capital ^{D, N}	-	-	-	-	-
Net asset value, end of period	$ 20.25	$ 16.26	$ 16.73	$ 12.85	$ 10.90
Total Return ^{B, C}	33.00%	(.64)%	30.56%	17.89%	8.67%
Ratios to Average Net Assets ^{E, M}
Expenses before reductions	.69%	.80%	.70%	.78%	.74% ^A
Expenses net of fee waivers, if any	.69%	.80%	.70%	.78%	.74% ^A
Expenses net of all reductions	.67%	.79%	.68%	.77%	.73% ^A
Net investment income (loss)	.29%	.07% ^H	.08% ^I	-% ^{G, J}	(.54)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 727,683	$ 528,229	$ 290,765	$ 106,941	$ 159
Portfolio turnover rate ^F	142%	150%	106%	105%	150%

^A Annualized

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

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

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

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

^G Amount represents less than .01%.

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

^L The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 16.17	$ 16.68	$ 12.83	$ 10.91	$ 13.30
Income from Investment Operations
Net investment income (loss) ^B	.01	(.03) ^E	(.03) ^F	(.03) ^G	(.03)
Net realized and unrealized gain (loss)	4.98	(.16)	3.91	1.95	(2.36)
Total from investment operations	4.99	(.19)	3.88	1.92	(2.39)
Distributions from net realized gain	(1.06)	(.32)	(.03) ^H	-	-
Redemption fees added to paid in capital ^{B, J}	-	-	-	-	-
Net asset value, end of period	$ 20.10	$ 16.17	$ 16.68	$ 12.83	$ 10.91
Total Return ^A	32.65%	(.88)%	30.24%	17.60%	(17.97)%
Ratios to Average Net Assets ^{C, I}
Expenses before reductions	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of fee waivers, if any	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of all reductions	.91%	1.05%	.93%	1.02%	1.04%
Net investment income (loss)	.06%	(.19)% ^E	(.17)% ^F	(.24)% ^G	(.36)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 51,158	$ 36,694	$ 41,440	$ 25,650	$ 19,204
Portfolio turnover rate ^D	142%	150%	106%	105%	150%

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

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

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

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2013

1. Organization.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 440,572,794
Gross unrealized depreciation	(17,106,671)
Net unrealized appreciation (depreciation) on securities and other investments	$ 423,466,123

Tax Cost	$ 1,966,959,286

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

Undistributed ordinary income	$ 106,393,413
Undistributed long-term capital gain	$ 142,483,227
Net unrealized appreciation (depreciation)	$ 423,461,730

The tax character of distributions paid was as follows:

	July 31, 2013	July 31, 2012
Ordinary Income	$ 5,191,398	$ -
Long-term Capital Gains	117,369,049	34,799,429
Total	$ 122,560,447	$ 34,799,429

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,731,095,699 and $2,897,640,503, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 158,162	$ 3,570
Class T	.25%	.25%	145,172	1,664
Class B	.75%	.25%	37,548	28,458
Class C	.75%	.25%	268,513	44,877
			$ 609,395	$ 78,569

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

	Retained by FDC
Class A	$ 26,925
Class T	7,772
Class B*	4,960
Class C*	2,503
	$ 42,160

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

	Amount	% of Average Net Assets
Class A	$ 189,665	.30
Class T	89,260	.31
Class B	11,279	.30
Class C	80,491	.30
Small Cap Growth	2,548,777	.21
Institutional Class	96,156	.23
	$ 3,015,628

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 10,856,167	.37%	$ 674

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

7. Security Lending.

8. Expense Reductions.

Annual Report

8. Expense Reductions - continued

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $4,459.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2013	2012
From net realized gain
Class A	$ 3,855,020	$ 1,262,924
Class T	1,778,904	573,407
Class B	260,524	101,910
Class C	1,656,727	481,854
Small Cap Growth	74,940,038	25,434,274
Class F	37,680,389	6,152,820
Institutional Class	2,388,845	792,240
Total	$ 122,560,447	$ 34,799,429

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Class A
Shares sold	969,311	986,718	$ 16,711,827	$ 14,926,996
Reinvestment of distributions	231,282	85,896	3,646,231	1,194,285
Shares redeemed	(1,149,326)	(1,407,222)	(19,219,034)	(21,375,353)
Net increase (decrease)	51,267	(334,608)	$ 1,139,024	$ (5,254,072)
Class T
Shares sold	457,321	358,193	$ 7,743,595	$ 5,456,756
Reinvestment of distributions	106,640	38,774	1,660,117	533,890
Shares redeemed	(538,707)	(523,310)	(8,802,237)	(7,812,853)
Net increase (decrease)	25,254	(126,343)	$ 601,475	$ (1,822,207)
Class B
Shares sold	6,696	11,810	$ 106,485	$ 172,624
Reinvestment of distributions	16,337	7,173	246,159	96,091
Shares redeemed	(107,598)	(81,516)	(1,730,845)	(1,196,288)
Net increase (decrease)	(84,565)	(62,533)	$ (1,378,201)	$ (927,573)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Class C
Shares sold	456,788	405,451	$ 7,531,447	$ 5,976,693
Reinvestment of distributions	103,215	33,110	1,550,542	443,092
Shares redeemed	(428,305)	(384,855)	(6,821,754)	(5,527,477)
Net increase (decrease)	131,698	53,706	$ 2,260,235	$ 892,308
Small Cap Growth
Shares sold	10,379,088	14,552,522	$ 182,249,151	$ 226,496,807
Reinvestment of distributions	4,595,875	1,774,167	73,721,316	25,022,882
Shares redeemed	(21,652,202)	(27,135,724)	(371,997,767)	(414,348,619)
Net increase (decrease)	(6,677,239)	(10,809,035)	$ (116,027,300)	$ (162,828,930)
Class F
Shares sold	7,670,010	16,430,240	$ 131,231,307	$ 255,874,632
Reinvestment of distributions	2,336,095	432,802	37,680,389	6,152,820
Shares redeemed	(6,554,937)	(1,757,546)	(118,928,973)	(26,811,905)
Net increase (decrease)	3,451,168	15,105,496	$ 49,982,723	$ 235,215,547
Institutional Class
Shares sold	727,207	819,623	$ 12,757,998	$ 12,520,738
Reinvestment of distributions	128,780	44,186	2,069,290	624,723
Shares redeemed	(580,321)	(1,078,752)	(9,884,418)	(16,617,897)
Net increase (decrease)	275,666	(214,943)	$ 4,942,870	$ (3,472,436)

11. Other.

At the end of the period, the Fidelity Freedom Funds and the Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 59% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Growth Fund:

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2013

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
	Year of Election or Appointment: 2011 Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Annual Report

Trustees and Officers - continued

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (1969)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2008-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (1964)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds (2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (1964)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (1968)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (1969)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (1968)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (1958)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (1968)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Joseph F. Zambello (1957)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (1967)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present), Deputy Treasurer (2008-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (1971)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
	Year of Election or Appointment: 2013 Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Deputy Treasurer of other Fidelity funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Stephanie J. Dorsey (1969)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer (2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Gary W. Ryan (1958)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (1968)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Capital Gains
Institutional Class	09/16/13	09/13/13	$2.234

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

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

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Small Cap Growth Fund

asc1126589

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Growth Fund

asc1126591

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCPI-UANN-0913
1.803721.108

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

Small Cap Value

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

Annual Report

July 31, 2013

(Fidelity Cover Art)

Class A, Class T, Class B
and Class C are classes of
Fidelity® Small Cap Value Fund

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Life of fund^A
Class A (incl. 5.75% sales charge)	31.09%	12.85%	10.70%
Class T (incl. 3.50% sales charge)	33.85%	13.11%	10.73%
Class B (incl. contingent deferred sales charge) ^B	33.07%	13.10%	10.78%
Class C (incl. contingent deferred sales charge) ^C	37.00%	13.35%	10.62%

^AFrom November 3, 2004.

^BClass B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

^CClass C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Value Fund - Class A on November 3, 2004, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Comments from Charles Myers, who became Lead Portfolio Manager of Fidelity Advisor® Small Cap Value Fund on January 1, 2013: For the year, the fund's Class A, Class T, Class B and Class C shares returned 39.09%, 38.70%, 38.07% and 38.00%, respectively (excluding sales charges), versus 34.15% for the Russell 2000® Value Index. The biggest contribution, by far, came from the financials sector. Stock picking in consumer staples also added significant value, while industrials hurt. Our strategy emphasizes individual stock picking while striving to minimize the performance impact of other factors, including sector over- and underweightings. The fund's top individual contributor was apparel manufacturer Hanesbrands, whose business fundamentals continued to improve. Also helping was Japanese broker Monex Group - benefiting in part from investors' renewed interest in Japan - and CapitalSource, a small-business lender that, in late July, agreed to be acquired at a premium price. None of these contributors was in the benchmark, and Monex was sold from the fund in May. In contrast, the biggest detractor was market maker Knight Capital Group, whose shares plummeted last August after a software glitch cost the firm hundreds of millions of dollars. We sold the fund's stake soon after. GrafTech International, a maker of high-end graphite electrodes, also hurt results.

Note to shareholders: Derek Janssen became Co-Portfolio Manager on January 1, 2013.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Class A	1.37%
Actual		$ 1,000.00	$ 1,155.80	$ 7.32
Hypothetical ^A		$ 1,000.00	$ 1,018.00	$ 6.85
Class T	1.61%
Actual		$ 1,000.00	$ 1,154.10	$ 8.60
Hypothetical ^A		$ 1,000.00	$ 1,016.81	$ 8.05
Class B	2.17%
Actual		$ 1,000.00	$ 1,151.70	$ 11.58
Hypothetical ^A		$ 1,000.00	$ 1,014.03	$ 10.84
Class C	2.13%
Actual		$ 1,000.00	$ 1,151.70	$ 11.36
Hypothetical ^A		$ 1,000.00	$ 1,014.23	$ 10.64
Small Cap Value	1.08%
Actual		$ 1,000.00	$ 1,157.40	$ 5.78
Hypothetical ^A		$ 1,000.00	$ 1,019.44	$ 5.41
Class F	.86%
Actual		$ 1,000.00	$ 1,158.90	$ 4.60
Hypothetical ^A		$ 1,000.00	$ 1,020.53	$ 4.31
Institutional Class	1.08%
Actual		$ 1,000.00	$ 1,157.30	$ 5.78
Hypothetical ^A		$ 1,000.00	$ 1,019.44	$ 5.41

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Federated Investors, Inc. Class B (non-vtg.)	3.2	0.6
Hanesbrands, Inc.	3.2	2.5
TCF Financial Corp.	2.8	2.9
Superior Energy Services, Inc.	2.6	3.1
Tech Data Corp.	2.3	2.2
CapitalSource, Inc.	2.3	2.0
HNI Corp.	2.3	2.5
j2 Global, Inc.	2.2	1.3
DCT Industrial Trust, Inc.	2.1	2.5
Berry Petroleum Co. Class A	2.1	2.7
	25.1
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	37.7	36.2
Industrials	14.7	14.6
Consumer Discretionary	13.8	13.1
Information Technology	13.6	11.7
Health Care	5.2	6.0

Asset Allocation (% of fund's net assets)
As of July 31, 2013*			As of January 31, 2013**
	Stocks 99.8%			Stocks 98.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities) 1.2%
* Foreign investments		6.6%	** Foreign investments		8.9%

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Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 99.8%
	Shares		Value
CONSUMER DISCRETIONARY - 13.8%
Diversified Consumer Services - 1.3%
Regis Corp. (e)	3,316,000		$ 57,598,920
Household Durables - 1.7%
Tempur-Pedic International, Inc. (a)	1,800,000		71,370,000
Media - 1.4%
Valassis Communications, Inc. (d)(e)	2,103,041		60,210,064
Multiline Retail - 1.1%
Big Lots, Inc. (a)	1,250,000		45,162,500
Specialty Retail - 5.0%
Asbury Automotive Group, Inc. (a)	1,070,000		52,258,800
Genesco, Inc. (a)	856,128		60,254,289
Rent-A-Center, Inc.	2,021,167		80,826,468
Tsutsumi Jewelry Co. Ltd.	795,800		18,368,991
			211,708,548
Textiles, Apparel & Luxury Goods - 3.3%
Hanesbrands, Inc.	2,100,000		133,266,000
Vera Bradley, Inc. (a)(d)	231,000		5,599,440
			138,865,440
TOTAL CONSUMER DISCRETIONARY			584,915,472
CONSUMER STAPLES - 1.6%
Food Products - 1.6%
Chiquita Brands International, Inc. (a)	1,783,600		21,545,888
Post Holdings, Inc. (a)	984,700		45,680,233
			67,226,121
Household Products - 0.0%
Spectrum Brands Holdings, Inc.	25,100		1,416,142
TOTAL CONSUMER STAPLES			68,642,263
ENERGY - 4.8%
Energy Equipment & Services - 2.7%
ShawCor Ltd.	100,900		4,533,672
Superior Energy Services, Inc. (a)	4,211,000		107,885,820
			112,419,492
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - 2.1%
Berry Petroleum Co. Class A	2,156,970		$ 87,465,134
World Fuel Services Corp.	56,000		2,169,440
			89,634,574
TOTAL ENERGY			202,054,066
FINANCIALS - 37.7%
Capital Markets - 4.7%
Federated Investors, Inc. Class B (non-vtg.) (d)	4,644,763		134,837,471
Waddell & Reed Financial, Inc. Class A	1,300,000		66,378,000
			201,215,471
Commercial Banks - 12.8%
Associated Banc-Corp.	4,500,000		76,230,000
CapitalSource, Inc.	8,128,000		98,348,800
City National Corp.	1,200,000		83,436,000
CVB Financial Corp.	450,000		5,890,500
First Citizen Bancshares, Inc.	222,700		46,655,650
National Penn Bancshares, Inc.	4,400,000		47,476,000
PacWest Bancorp	1,900,000		67,298,000
TCF Financial Corp.	7,700,000		117,348,000
			542,682,950
Consumer Finance - 2.5%
Cash America International, Inc. (d)	816,900		34,309,800
EZCORP, Inc. (non-vtg.) Class A (a)	1,779,788		32,178,567
World Acceptance Corp. (a)(d)	475,000		39,558,000
			106,046,367
Insurance - 8.4%
Aspen Insurance Holdings Ltd.	2,300,000		86,227,000
Endurance Specialty Holdings Ltd.	1,486,000		78,208,180
Platinum Underwriters Holdings Ltd. (e)	1,466,099		85,165,691
ProAssurance Corp.	1,100,000		58,883,000
StanCorp Financial Group, Inc.	850,000		45,126,500
			353,610,371
Real Estate Investment Trusts - 5.9%
DCT Industrial Trust, Inc.	11,980,586		89,974,201
Franklin Street Properties Corp.	4,800,000		63,888,000
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
Highwoods Properties, Inc. (SBI)	1,720,330		$ 62,413,572
National Retail Properties, Inc.	900,000		31,491,000
			247,766,773
Thrifts & Mortgage Finance - 3.4%
Astoria Financial Corp. (e)	5,199,999		63,439,988
Washington Federal, Inc.	3,652,100		79,433,175
			142,873,163
TOTAL FINANCIALS			1,594,195,095
HEALTH CARE - 5.2%
Health Care Equipment & Supplies - 1.9%
Hill-Rom Holdings, Inc.	1,060,000		39,294,200
Integra LifeSciences Holdings Corp. (a)	1,050,000		41,359,500
			80,653,700
Health Care Providers & Services - 3.3%
AmSurg Corp. (a)	1,220,000		47,714,200
Chemed Corp.	490,700		34,638,513
MEDNAX, Inc. (a)	600,000		58,452,000
			140,804,713
TOTAL HEALTH CARE			221,458,413
INDUSTRIALS - 14.7%
Commercial Services & Supplies - 8.4%
ACCO Brands Corp. (a)(e)	10,630,885		70,270,150
HNI Corp. (e)	2,552,800		97,287,208
Knoll, Inc.	1,940,000		32,048,800
Quad/Graphics, Inc. (d)(e)	2,675,000		75,007,000
United Stationers, Inc.	1,980,800		81,985,312
			356,598,470
Electrical Equipment - 2.7%
EnerSys	1,065,000		56,359,800
GrafTech International Ltd. (a)(e)	7,709,000		57,971,680
			114,331,480
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - 1.5%
Blount International, Inc. (a)(e)	2,975,000		$ 39,210,500
Columbus McKinnon Corp. (NY Shares) (a)(e)	1,050,000		23,226,000
			62,436,500
Trading Companies & Distributors - 2.1%
WESCO International, Inc. (a)(d)	1,138,633		86,285,609
TOTAL INDUSTRIALS			619,652,059
INFORMATION TECHNOLOGY - 13.6%
Communications Equipment - 1.0%
Polycom, Inc. (a)	3,805,145		36,377,186
ViaSat, Inc. (a)	95,000		6,345,050
			42,722,236
Electronic Equipment & Components - 5.3%
Ingram Micro, Inc. Class A (a)	3,435,000		78,421,050
Ryoyo Electro Corp.	1,110,600		8,961,025
SYNNEX Corp. (a)	790,000		39,120,800
Tech Data Corp. (a)(e)	1,923,707		98,763,117
			225,265,992
Internet Software & Services - 2.2%
j2 Global, Inc. (d)	2,000,000		91,540,000
IT Services - 2.0%
CACI International, Inc. Class A (a)(d)(e)	1,265,534		84,031,458
Software - 3.1%
Monotype Imaging Holdings, Inc. (e)	2,499,731		61,318,401
SS&C Technologies Holdings, Inc. (a)	2,000,000		71,560,000
			132,878,401
TOTAL INFORMATION TECHNOLOGY			576,438,087
MATERIALS - 4.5%
Chemicals - 1.9%
PolyOne Corp.	2,800,000		80,948,000
Metals & Mining - 2.6%
Carpenter Technology Corp.	438,880		22,944,646
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Haynes International, Inc.	582,903		$ 28,037,634
RTI International Metals, Inc. (a)(e)	1,880,000		57,622,000
			108,604,280
TOTAL MATERIALS			189,552,280
UTILITIES - 3.9%
Electric Utilities - 2.9%
UIL Holdings Corp.	1,550,000		63,302,000
UNS Energy Corp.	1,150,000		58,477,500
			121,779,500
Gas Utilities - 1.0%
Southwest Gas Corp.	836,756		41,536,568
TOTAL UTILITIES			163,316,068
TOTAL COMMON STOCKS (Cost $3,044,578,546)		4,220,223,803
Money Market Funds - 2.0%

Fidelity Cash Central Fund, 0.11% (b)	28,466,432		28,466,432
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	57,800,650		57,800,650
TOTAL MONEY MARKET FUNDS (Cost $86,267,082)		86,267,082
TOTAL INVESTMENT PORTFOLIO - 101.8% (Cost $3,130,845,628)			4,306,490,885
NET OTHER ASSETS (LIABILITIES) - (1.8)%			(76,083,401)
NET ASSETS - 100%		$ 4,230,407,484

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 25,999
Fidelity Securities Lending Cash Central Fund	546,053
Total	$ 572,052

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 18,634,000	$ 60,186,015	$ -	$ -	$ 70,270,150
Astoria Financial Corp.	51,038,992	-	2,635,044	864,648	63,439,988
Blount International, Inc.	37,039,161	4,861,737	-	-	39,210,500
CACI International, Inc. Class A	-	70,903,692	-	-	84,031,458
Chiquita Brands International, Inc.	17,482,500	-	18,750,066	-	-
Columbus McKinnon Corp. (NY Shares)	15,414,197	33,512	-	-	23,226,000
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Forestar Group, Inc.	$ 22,724,438	$ -	$ 37,180,120	$ -	$ -
Franklin Street Properties Corp.	32,769,200	18,353,991	-	1,420,207	-
GrafTech International Ltd.	62,334,250	15,596,640	-	-	57,971,680
HNI Corp.	71,739,000	-	5,753,822	2,592,000	97,287,208
j2 Global, Inc.	38,011,100	45,217,336	27,957,107	1,829,466	-
Miraial Co. Ltd.	10,410,478	-	12,126,954	294,642	-
Monotype Imaging Holdings, Inc.	38,936,219	295,917	4,511,476	533,522	61,318,401
PacWest Bancorp	42,557,616	917,960	-	1,759,368	-
Platinum Underwriters Holdings Ltd.	64,411,165	-	12,819,753	528,121	85,165,691
Quad/Graphics, Inc.	28,908,484	12,835,355	-	8,161,250	75,007,000
Regis Corp.	52,452,000	4,787,419	1,424,813	798,000	57,598,920
RTI International Metals, Inc.	42,206,000	-	-	-	57,622,000
Ryoyo Electro Corp.	20,552,790	-	7,311,306	462,475	-
Tech Data Corp.	50,100,000	44,833,638	-	-	98,763,117
Valassis Communications, Inc.	35,733,655	13,478,788	-	1,955,518	60,210,064
Western Liberty Bancorp	2,879,407	-	3,071,972	-	-
Total	$ 756,334,652	$ 292,302,000	$ 133,542,433	$ 21,199,217	$ 931,122,177

Other Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2013

Assets
Investment in securities, at value (including securities loaned of $56,776,323) - See accompanying schedule: Unaffiliated issuers (cost $2,332,604,982)	$ 3,289,101,626
Fidelity Central Funds (cost $86,267,082)	86,267,082
Other affiliated issuers (cost $711,973,564)	931,122,177
Total Investments (cost $3,130,845,628)		$ 4,306,490,885
Receivable for investments sold		4,040,206
Receivable for fund shares sold		4,754,743
Dividends receivable		2,311,882
Distributions receivable from Fidelity Central Funds		43,534
Other receivables		26,704
Total assets		4,317,667,954

Liabilities
Payable for investments purchased	$ 4,404,382
Payable for fund shares redeemed	21,283,940
Accrued management fee	2,842,312
Distribution and service plan fees payable	168,389
Other affiliated payables	692,724
Other payables and accrued expenses	68,073
Collateral on securities loaned, at value	57,800,650
Total liabilities		87,260,470

Net Assets		$ 4,230,407,484
Net Assets consist of:
Paid in capital		$ 2,788,449,989
Undistributed net investment income		6,475,378
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		259,835,177
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,175,646,940
Net Assets		$ 4,230,407,484

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

Annual Report

Statement of Assets and Liabilities - continued

	July 31, 2013

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($275,265,209 ÷ 13,787,655 shares)		$ 19.96

Maximum offering price per share (100/94.25 of $19.96)		$ 21.18
Class T: Net Asset Value and redemption price per share ($107,443,503 ÷ 5,452,804 shares)		$ 19.70

Maximum offering price per share (100/96.50 of $19.70)		$ 20.41
Class B: Net Asset Value and offering price per share ($7,052,013 ÷ 370,046 shares)^A		$ 19.06

Class C: Net Asset Value and offering price per share ($76,018,400 ÷ 3,988,294 shares)^A		$ 19.06

Small Cap Value: Net Asset Value, offering price and redemption price per share ($2,672,853,587 ÷ 132,174,679 shares)		$ 20.22

Class F: Net Asset Value, offering price and redemption price per share ($732,192,591 ÷ 36,098,957 shares)		$ 20.28

Institutional Class: Net Asset Value, offering price and redemption price per share ($359,582,181 ÷ 17,774,629 shares)		$ 20.23

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2013

Investment Income
Dividends (including $21,199,217 earned from other affiliated issuers)		$ 60,413,973
Interest		105
Income from Fidelity Central Funds		572,052
Total income		60,986,130

Expenses
Management fee Basic fee	$ 24,334,495
Performance adjustment	3,446,198
Transfer agent fees	6,387,168
Distribution and service plan fees	1,603,302
Accounting and security lending fees	964,201
Custodian fees and expenses	78,850
Independent trustees' compensation	20,817
Registration fees	179,627
Audit	69,056
Legal	9,520
Interest	508
Miscellaneous	27,296
Total expenses before reductions	37,121,038
Expense reductions	(242,350)	36,878,688
Net investment income (loss)		24,107,442
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	283,388,788
Other affiliated issuers	17,171,945
Foreign currency transactions	124,131
Total net realized gain (loss)		300,684,864
Change in net unrealized appreciation (depreciation) on: Investment securities	820,353,456
Assets and liabilities in foreign currencies	1,060
Total change in net unrealized appreciation (depreciation)		820,354,516
Net gain (loss)		1,121,039,380
Net increase (decrease) in net assets resulting from operations		$ 1,145,146,822

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 24,107,442	$ 9,490,811
Net realized gain (loss)	300,684,864	99,657,152
Change in net unrealized appreciation (depreciation)	820,354,516	(37,724,900)
Net increase (decrease) in net assets resulting from operations	1,145,146,822	71,423,063
Distributions to shareholders from net investment income	(21,412,021)	(3,813,704)
Distributions to shareholders from net realized gain	(85,195,362)	(148,970,854)
Total distributions	(106,607,383)	(152,784,558)
Share transactions - net increase (decrease)	507,448,391	230,904,084
Redemption fees	726,904	569,163
Total increase (decrease) in net assets	1,546,714,734	150,111,752

Net Assets
Beginning of period	2,683,692,750	2,533,580,998
End of period (including undistributed net investment income of $6,475,378 and undistributed net investment income of $4,596,351, respectively)	$ 4,230,407,484	$ 2,683,692,750

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 14.86	$ 15.48	$ 13.45	$ 11.13	$ 11.82
Income from Investment Operations
Net investment income (loss) ^C	.07	.01	.01 ^F	.02 ^G	.08
Net realized and unrealized gain (loss)	5.57	.30	2.22	2.33	(.60)
Total from investment operations	5.64	.31	2.23	2.35	(.52)
Distributions from net investment income	(.07)	(.01)	(.08)	(.03)	(.06)
Distributions from net realized gain	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(.54)	(.93)^J	(.20)	(.03)	(.17)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-
Net asset value, end of period	$ 19.96	$ 14.86	$ 15.48	$ 13.45	$ 11.13
Total Return^A,B	39.09%	3.24%	16.72%	21.16%	(4.37)%
Ratios to Average Net Assets^D,H
Expenses before reductions	1.36%	1.44%	1.44%	1.47%	1.45%
Expenses net of fee waivers, if any	1.36%	1.44%	1.43%	1.40%	1.40%
Expenses net of all reductions	1.36%	1.44%	1.43%	1.39%	1.40%
Net investment income (loss)	.41%	.09%	.06% ^F	.17% ^G	.81%
Supplemental Data
Net assets, end of period (000 omitted)	$ 275,265	$ 150,285	$ 140,707	$ 96,994	$ 55,029
Portfolio turnover rate ^E	29%	27%	22%	49%	51%

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

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.10)%.

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

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

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

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 14.70	$ 15.34	$ 13.34	$ 11.05	$ 11.74
Income from Investment Operations
Net investment income (loss) ^C	.03	(.02)	(.03) ^F	(.01) ^G	.05
Net realized and unrealized gain (loss)	5.50	.31	2.20	2.31	(.59)
Total from investment operations	5.53	.29	2.17	2.30	(.54)
Distributions from net investment income	(.06)	-	(.05)	(.01)	(.04)
Distributions from net realized gain	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(.53)	(.93)	(.17)	(.01)	(.15)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-
Net asset value, end of period	$ 19.70	$ 14.70	$ 15.34	$ 13.34	$ 11.05
Total Return^A,B	38.70%	3.08%	16.36%	20.87%	(4.57)%
Ratios to Average Net Assets^D,H
Expenses before reductions	1.60%	1.67%	1.70%	1.72%	1.70%
Expenses net of fee waivers, if any	1.60%	1.67%	1.69%	1.65%	1.65%
Expenses net of all reductions	1.59%	1.67%	1.69%	1.64%	1.65%
Net investment income (loss)	.18%	(.14)%	(.19)% ^F	(.08)% ^G	.56%
Supplemental Data
Net assets, end of period (000 omitted)	$ 107,444	$ 57,514	$ 55,845	$ 44,091	$ 28,534
Portfolio turnover rate ^E	29%	27%	22%	49%	51%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 14.27	$ 15.00	$ 13.08	$ 10.88	$ 11.60
Income from Investment Operations
Net investment income (loss) ^C	(.06)	(.09)	(.10) ^F	(.07) ^G	.01
Net realized and unrealized gain (loss)	5.34	.29	2.15	2.27	(.59)
Total from investment operations	5.28	.20	2.05	2.20	(.58)
Distributions from net investment income	(.02)	-	(.01)	-	(.03)
Distributions from net realized gain	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(.49)	(.93)	(.13)	-	(.14)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-
Net asset value, end of period	$ 19.06	$ 14.27	$ 15.00	$ 13.08	$ 10.88
Total Return^A,B	38.07%	2.51%	15.80%	20.22%	(5.05)%
Ratios to Average Net Assets^D,H
Expenses before reductions	2.15%	2.19%	2.20%	2.22%	2.20%
Expenses net of fee waivers, if any	2.15%	2.19%	2.19%	2.15%	2.15%
Expenses net of all reductions	2.14%	2.19%	2.19%	2.14%	2.15%
Net investment income (loss)	(.37)%	(.66)%	(.69)% ^F	(.58)% ^G	.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,052	$ 6,675	$ 8,549	$ 9,747	$ 7,153
Portfolio turnover rate ^E	29%	27%	22%	49%	51%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 14.28	$ 15.01	$ 13.08	$ 10.89	$ 11.60
Income from Investment Operations
Net investment income (loss) ^C	(.06)	(.09)	(.10) ^F	(.07) ^G	.01
Net realized and unrealized gain (loss)	5.34	.29	2.17	2.26	(.58)
Total from investment operations	5.28	.20	2.07	2.19	(.57)
Distributions from net investment income	(.03)	-	(.02)	-	(.03)
Distributions from net realized gain	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(.50)	(.93)	(.14)	-	(.14)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-
Net asset value, end of period	$ 19.06	$ 14.28	$ 15.01	$ 13.08	$ 10.89
Total Return^A,B	38.00%	2.52%	15.91%	20.11%	(4.98)%
Ratios to Average Net Assets^D,H
Expenses before reductions	2.13%	2.19%	2.18%	2.22%	2.20%
Expenses net of fee waivers, if any	2.13%	2.19%	2.18%	2.15%	2.15%
Expenses net of all reductions	2.12%	2.19%	2.18%	2.14%	2.15%
Net investment income (loss)	(.35)%	(.66)%	(.68)% ^F	(.58)% ^G	.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 76,018	$ 47,265	$ 47,457	$ 37,346	$ 21,345
Portfolio turnover rate ^E	29%	27%	22%	49%	51%

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

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

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

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

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

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

Annual Report

Financial Highlights - Small Cap Value

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.05	$ 15.62	$ 13.56	$ 11.22	$ 11.91
Income from Investment Operations
Net investment income (loss) ^B	.12	.06	.06 ^E	.05 ^F	.10
Net realized and unrealized gain (loss)	5.63	.32	2.23	2.34	(.60)
Total from investment operations	5.75	.38	2.29	2.39	(.50)
Distributions from net investment income	(.11)	(.02)	(.10)	(.05)	(.08)
Distributions from net realized gain	(.47)	(.93)	(.13)	-	(.11)
Total distributions	(.58)	(.95)	(.23)	(.05)	(.19)
Redemption fees added to paid in capital ^B,H	-	-	-	-	-
Net asset value, end of period	$ 20.22	$ 15.05	$ 15.62	$ 13.56	$ 11.22
Total Return^A	39.45%	3.67%	17.03%	21.32%	(4.15)%
Ratios to Average Net Assets^C,G
Expenses before reductions	1.07%	1.13%	1.13%	1.18%	1.20%
Expenses net of fee waivers, if any	1.07%	1.13%	1.13%	1.18%	1.20%
Expenses net of all reductions	1.06%	1.13%	1.13%	1.17%	1.20%
Net investment income (loss)	.71%	.41%	.37% ^E	.39% ^F	1.01%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,672,854	$ 1,756,962	$ 1,899,805	$ 1,770,675	$ 1,488,736
Portfolio turnover rate ^D	29%	27%	22%	49%	51%

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%.

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

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

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

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2013	2012	2011	2010	2009 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 15.09	$ 15.64	$ 13.58	$ 11.22	$ 10.27
Income from Investment Operations
Net investment income (loss) ^D	.16	.09	.09 ^G	.09 ^H	.01
Net realized and unrealized gain (loss)	5.65	.32	2.23	2.34	.94
Total from investment operations	5.81	.41	2.32	2.43	.95
Distributions from net investment income	(.15)	(.04)	(.14)	(.07)	-
Distributions from net realized gain	(.47)	(.93)	(.13)	-	-
Total distributions	(.62)	(.96)^L	(.26)^M	(.07)	-
Redemption fees added to paid in capital ^D,K	-	-	-	-	-
Net asset value, end of period	$ 20.28	$ 15.09	$ 15.64	$ 13.58	$ 11.22
Total Return^B,C	39.79%	3.90%	17.31%	21.69%	9.25%
Ratios to Average Net Assets^E,J
Expenses before reductions	.84%	.89%	.88%	.90%	.86% ^A
Expenses net of fee waivers, if any	.84%	.89%	.88%	.90%	.86% ^A
Expenses net of all reductions	.84%	.89%	.88%	.89%	.86% ^A
Net investment income (loss)	.93%	.64%	.61% ^G	.67% ^H	.64% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 732,193	$ 526,009	$ 279,653	$ 109,868	$ 159
Portfolio turnover rate ^F	29%	27%	22%	49%	51%

^A Annualized

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

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

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

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

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

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

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

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

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.05	$ 15.63	$ 13.58	$ 11.24	$ 11.91
Income from Investment Operations
Net investment income (loss) ^B	.12	.06	.06 ^E	.06 ^F	.10
Net realized and unrealized gain (loss)	5.65	.31	2.23	2.34	(.59)
Total from investment operations	5.77	.37	2.29	2.40	(.49)
Distributions from net investment income	(.12)	(.02)	(.11)	(.06)	(.07)
Distributions from net realized gain	(.47)	(.93)	(.13)	-	(.11)
Total distributions	(.59)	(.95)	(.24)	(.06)	(.18)
Redemption fees added to paid in capital ^B,H	-	-	-	-	-
Net asset value, end of period	$ 20.23	$ 15.05	$ 15.63	$ 13.58	$ 11.24
Total Return^A	39.54%	3.59%	17.02%	21.42%	(4.04)%
Ratios to Average Net Assets^C,G
Expenses before reductions	1.07%	1.14%	1.10%	1.12%	1.20%
Expenses net of fee waivers, if any	1.07%	1.14%	1.10%	1.12%	1.15%
Expenses net of all reductions	1.06%	1.14%	1.10%	1.12%	1.15%
Net investment income (loss)	.70%	.39%	.39% ^E	.45% ^F	1.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 359,582	$ 138,981	$ 101,565	$ 78,440	$ 10,336
Portfolio turnover rate ^D	29%	27%	22%	49%	51%

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2013

1. Organization.

Fidelity Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Value, Class F and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Effective after the close of business on March 1, 2013, the Fund's other share classes were closed to new accounts with certain exceptions. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 1,227,810,766
Gross unrealized depreciation	(53,133,128)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,174,677,638

Tax Cost	$ 3,131,813,247

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

Undistributed ordinary income	$ 6,475,378
Undistributed long-term capital gain	$ 260,802,795
Net unrealized appreciation (depreciation)	$ 1,174,679,321

The tax character of distributions paid was as follows:

	July 31, 2013	July 31, 2012
Ordinary Income	$ 21,412,021	$ 3,813,704
Long-term Capital Gains	85,195,362	148,970,854
Total	$ 106,607,383	$ 152,784,558

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,422,626,355 and $998,724,082, respectively.

5. Fees and Other Transactions with Affiliates.

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Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .81% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 521,981	$ 17,754
Class T	.25%	.25%	393,892	3,578
Class B	.75%	.25%	69,430	52,493
Class C	.75%	.25%	617,999	153,559
			$ 1,603,302	$ 227,384

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 49,310
Class T	9,353
Class B*	5,848
Class C*	4,577
	$ 69,088

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

	Amount	% of Average Net Assets
Class A	$ 563,024	.27
Class T	199,649	.25
Class B	20,848	.30
Class C	175,062	.28
Small Cap Value	4,868,907	.22
Institutional Class	559,678	.23
	$ 6,387,168

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Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions - continued

(depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $28,205 for the period.

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,199,400	.35%	$ 508

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $7,721 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Annual Report

7. Security Lending - continued

disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $3,995,700. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $546,053, including $146,197 from securities loaned to FCM.

8. Expense Reductions.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $6,754.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2013	2012
From net investment income
Class A	$ 785,355	$ 57,416
Class T	231,402	-
Class B	9,411	-
Class C	90,526	-
Small Cap Value	13,318,853	2,736,678
Class F	5,669,081	858,633
Institutional Class	1,307,393	160,977
Total	$ 21,412,021	$ 3,813,704
From net realized gain
Class A	$ 5,001,914	$ 8,369,079
Class T	1,871,336	3,332,444
Class B	211,601	513,839
Class C	1,589,582	2,835,863
Small Cap Value	54,759,308	109,450,254
Class F	17,097,966	18,207,376
Institutional Class	4,663,655	6,261,999
Total	$ 85,195,362	$ 148,970,854

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Class A
Shares sold	6,665,265	3,582,114	$ 113,825,347	$ 51,112,084
Reinvestment of distributions	357,182	639,382	5,478,656	7,957,627
Shares redeemed	(3,345,663)	(3,203,028)	(56,976,312)	(45,298,282)
Net increase (decrease)	3,676,784	1,018,468	$ 62,327,691	$ 13,771,429
Class T
Shares sold	2,420,486	1,074,645	$ 41,524,163	$ 15,238,625
Reinvestment of distributions	135,952	264,657	2,060,454	3,258,576
Shares redeemed	(1,017,057)	(1,066,289)	(17,196,752)	(14,773,000)
Net increase (decrease)	1,539,381	273,013	$ 26,387,865	$ 3,724,201
Class B
Shares sold	63,699	17,886	$ 1,033,590	$ 244,464
Reinvestment of distributions	12,922	36,117	189,673	433,889
Shares redeemed	(174,192)	(156,185)	(2,861,489)	(2,129,294)
Net increase (decrease)	(97,571)	(102,182)	$ (1,638,226)	$ (1,450,941)
Class C
Shares sold	1,262,288	840,854	$ 20,129,471	$ 11,606,643
Reinvestment of distributions	98,556	202,948	1,448,319	2,439,209
Shares redeemed	(683,043)	(895,789)	(11,003,236)	(12,102,998)
Net increase (decrease)	677,801	148,013	$ 10,574,554	$ 1,942,854
Small Cap Value
Shares sold	46,643,321	27,786,966	$ 815,184,196	$ 403,227,336
Reinvestment of distributions	4,065,017	8,564,707	63,037,497	107,820,730
Shares redeemed	(35,306,999)	(41,177,942)	(618,245,939)	(579,334,071)
Net increase (decrease)	15,401,339	(4,826,269)	$ 259,975,754	$ (68,286,005)
Class F
Shares sold	7,943,352	17,383,615	$ 133,806,197	$ 249,495,726
Reinvestment of distributions	1,465,154	1,506,337	22,767,047	19,066,009
Shares redeemed	(8,168,596)	(1,906,027)	(151,555,822)	(26,618,099)
Net increase (decrease)	1,239,910	16,983,925	$ 5,017,422	$ 241,943,636
Institutional Class
Shares sold	11,988,758	4,662,732	$ 206,274,907	$ 67,294,175
Reinvestment of distributions	337,968	445,761	5,246,517	5,619,794
Shares redeemed	(3,783,835)	(2,373,514)	(66,718,093)	(33,655,059)
Net increase (decrease)	8,542,891	2,734,979	$ 144,803,331	$ 39,258,910

Annual Report

11. Other.

At the end of the period, Fidelity Freedom Funds and Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 31% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2013, 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 Small Cap Value Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2013

Annual Report

Trustees and Officers

Annual Report

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

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
	Year of Election or Appointment: 2011 Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Annual Report

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (1969)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2008-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (1964)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds (2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (1964)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (1968)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (1969)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (1968)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (1958)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (1968)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Joseph F. Zambello (1957)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (1967)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present), Deputy Treasurer (2008-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (1971)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
	Year of Election or Appointment: 2013 Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Deputy Treasurer of other Fidelity funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Stephanie J. Dorsey (1969)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer (2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Gary W. Ryan (1958)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (1968)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

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

	Pay Date	Record Date	Dividends	Capital Gains
Class A	09/16/13	09/13/13	$0.003	$1.252
Class T	09/16/13	09/13/13	$0.000	$1.252
Class B	09/16/13	09/13/13	$0.000	$1.252
Class C	09/16/13	09/13/13	$0.000	$1.252

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31,2013, $300,428,923, or, if subsequently determined to be different, the net capital gain of such year.

Class A, Class T, Class B, and Class C designate 100% of the dividends distributed in December, 2012 as indicated in the Corporate Qualifying memo distributed by the Tax department, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A, Class T, Class B, and Class C designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

asc1445827

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

Annual Report

Fidelity Small Cap Value Fund

asc1445829

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

The Board noted that the total expense ratio of each of Institutional Class, the retail class and Class F ranked below its competitive median for 2012, the total expense ratio of Class A ranked equal to its competitive median for 2012, and the total expense ratio of each of Class T, Class B and Class C ranked above its competitive median for 2012. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCV-UANN-0913
1.803731.108

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

Small Cap Value

Fund - Institutional Class

Annual Report

July 31, 2013

(Fidelity Cover Art)

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Life of fund^A
Institutional Class	39.54%	14.53%	11.79%

^AFrom November 3, 2004.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Value Fund - Institutional Class on November 3, 2004, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period. asc1445842

Annual Report

Management's Discussion of Fund Performance

Comments from Charles Myers, who became Lead Portfolio Manager of Fidelity Advisor® Small Cap Value Fund on January 1, 2013: For the year, the fund's Institutional Class shares gained 39.54%, versus 34.15% for the Russell 2000® Value Index. The biggest contribution, by far, came from the financials sector. Stock picking in consumer staples also added significant value, while industrials hurt. Our strategy emphasizes individual stock picking while striving to minimize the performance impact of other factors, including sector over- and underweightings. The fund's top individual contributor was apparel manufacturer Hanesbrands, whose business fundamentals continued to improve. Also helping was Japanese broker Monex Group - benefiting in part from investors' renewed interest in Japan - and CapitalSource, a small-business lender that, in late July, agreed to be acquired at a premium price. None of these contributors was in the benchmark, and Monex was sold from the fund in May. In contrast, the biggest detractor was market maker Knight Capital Group, whose shares plummeted last August after a software glitch cost the firm hundreds of millions of dollars. We sold the fund's stake soon after. GrafTech International, a maker of high-end graphite electrodes, also hurt results.

Note to shareholders: Derek Janssen became Co-Portfolio Manager on January 1, 2013.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Class A	1.37%
Actual		$ 1,000.00	$ 1,155.80	$ 7.32
Hypothetical ^A		$ 1,000.00	$ 1,018.00	$ 6.85
Class T	1.61%
Actual		$ 1,000.00	$ 1,154.10	$ 8.60
Hypothetical ^A		$ 1,000.00	$ 1,016.81	$ 8.05
Class B	2.17%
Actual		$ 1,000.00	$ 1,151.70	$ 11.58
Hypothetical ^A		$ 1,000.00	$ 1,014.03	$ 10.84
Class C	2.13%
Actual		$ 1,000.00	$ 1,151.70	$ 11.36
Hypothetical ^A		$ 1,000.00	$ 1,014.23	$ 10.64
Small Cap Value	1.08%
Actual		$ 1,000.00	$ 1,157.40	$ 5.78
Hypothetical ^A		$ 1,000.00	$ 1,019.44	$ 5.41
Class F	.86%
Actual		$ 1,000.00	$ 1,158.90	$ 4.60
Hypothetical ^A		$ 1,000.00	$ 1,020.53	$ 4.31
Institutional Class	1.08%
Actual		$ 1,000.00	$ 1,157.30	$ 5.78
Hypothetical ^A		$ 1,000.00	$ 1,019.44	$ 5.41

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Federated Investors, Inc. Class B (non-vtg.)	3.2	0.6
Hanesbrands, Inc.	3.2	2.5
TCF Financial Corp.	2.8	2.9
Superior Energy Services, Inc.	2.6	3.1
Tech Data Corp.	2.3	2.2
CapitalSource, Inc.	2.3	2.0
HNI Corp.	2.3	2.5
j2 Global, Inc.	2.2	1.3
DCT Industrial Trust, Inc.	2.1	2.5
Berry Petroleum Co. Class A	2.1	2.7
	25.1
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	37.7	36.2
Industrials	14.7	14.6
Consumer Discretionary	13.8	13.1
Information Technology	13.6	11.7
Health Care	5.2	6.0

Asset Allocation (% of fund's net assets)
As of July 31, 2013*			As of January 31, 2013**
	Stocks 99.8%			Stocks 98.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities) 1.2%
* Foreign investments		6.6%	** Foreign investments		8.9%

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Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 99.8%
	Shares		Value
CONSUMER DISCRETIONARY - 13.8%
Diversified Consumer Services - 1.3%
Regis Corp. (e)	3,316,000		$ 57,598,920
Household Durables - 1.7%
Tempur-Pedic International, Inc. (a)	1,800,000		71,370,000
Media - 1.4%
Valassis Communications, Inc. (d)(e)	2,103,041		60,210,064
Multiline Retail - 1.1%
Big Lots, Inc. (a)	1,250,000		45,162,500
Specialty Retail - 5.0%
Asbury Automotive Group, Inc. (a)	1,070,000		52,258,800
Genesco, Inc. (a)	856,128		60,254,289
Rent-A-Center, Inc.	2,021,167		80,826,468
Tsutsumi Jewelry Co. Ltd.	795,800		18,368,991
			211,708,548
Textiles, Apparel & Luxury Goods - 3.3%
Hanesbrands, Inc.	2,100,000		133,266,000
Vera Bradley, Inc. (a)(d)	231,000		5,599,440
			138,865,440
TOTAL CONSUMER DISCRETIONARY			584,915,472
CONSUMER STAPLES - 1.6%
Food Products - 1.6%
Chiquita Brands International, Inc. (a)	1,783,600		21,545,888
Post Holdings, Inc. (a)	984,700		45,680,233
			67,226,121
Household Products - 0.0%
Spectrum Brands Holdings, Inc.	25,100		1,416,142
TOTAL CONSUMER STAPLES			68,642,263
ENERGY - 4.8%
Energy Equipment & Services - 2.7%
ShawCor Ltd.	100,900		4,533,672
Superior Energy Services, Inc. (a)	4,211,000		107,885,820
			112,419,492
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - 2.1%
Berry Petroleum Co. Class A	2,156,970		$ 87,465,134
World Fuel Services Corp.	56,000		2,169,440
			89,634,574
TOTAL ENERGY			202,054,066
FINANCIALS - 37.7%
Capital Markets - 4.7%
Federated Investors, Inc. Class B (non-vtg.) (d)	4,644,763		134,837,471
Waddell & Reed Financial, Inc. Class A	1,300,000		66,378,000
			201,215,471
Commercial Banks - 12.8%
Associated Banc-Corp.	4,500,000		76,230,000
CapitalSource, Inc.	8,128,000		98,348,800
City National Corp.	1,200,000		83,436,000
CVB Financial Corp.	450,000		5,890,500
First Citizen Bancshares, Inc.	222,700		46,655,650
National Penn Bancshares, Inc.	4,400,000		47,476,000
PacWest Bancorp	1,900,000		67,298,000
TCF Financial Corp.	7,700,000		117,348,000
			542,682,950
Consumer Finance - 2.5%
Cash America International, Inc. (d)	816,900		34,309,800
EZCORP, Inc. (non-vtg.) Class A (a)	1,779,788		32,178,567
World Acceptance Corp. (a)(d)	475,000		39,558,000
			106,046,367
Insurance - 8.4%
Aspen Insurance Holdings Ltd.	2,300,000		86,227,000
Endurance Specialty Holdings Ltd.	1,486,000		78,208,180
Platinum Underwriters Holdings Ltd. (e)	1,466,099		85,165,691
ProAssurance Corp.	1,100,000		58,883,000
StanCorp Financial Group, Inc.	850,000		45,126,500
			353,610,371
Real Estate Investment Trusts - 5.9%
DCT Industrial Trust, Inc.	11,980,586		89,974,201
Franklin Street Properties Corp.	4,800,000		63,888,000
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
Highwoods Properties, Inc. (SBI)	1,720,330		$ 62,413,572
National Retail Properties, Inc.	900,000		31,491,000
			247,766,773
Thrifts & Mortgage Finance - 3.4%
Astoria Financial Corp. (e)	5,199,999		63,439,988
Washington Federal, Inc.	3,652,100		79,433,175
			142,873,163
TOTAL FINANCIALS			1,594,195,095
HEALTH CARE - 5.2%
Health Care Equipment & Supplies - 1.9%
Hill-Rom Holdings, Inc.	1,060,000		39,294,200
Integra LifeSciences Holdings Corp. (a)	1,050,000		41,359,500
			80,653,700
Health Care Providers & Services - 3.3%
AmSurg Corp. (a)	1,220,000		47,714,200
Chemed Corp.	490,700		34,638,513
MEDNAX, Inc. (a)	600,000		58,452,000
			140,804,713
TOTAL HEALTH CARE			221,458,413
INDUSTRIALS - 14.7%
Commercial Services & Supplies - 8.4%
ACCO Brands Corp. (a)(e)	10,630,885		70,270,150
HNI Corp. (e)	2,552,800		97,287,208
Knoll, Inc.	1,940,000		32,048,800
Quad/Graphics, Inc. (d)(e)	2,675,000		75,007,000
United Stationers, Inc.	1,980,800		81,985,312
			356,598,470
Electrical Equipment - 2.7%
EnerSys	1,065,000		56,359,800
GrafTech International Ltd. (a)(e)	7,709,000		57,971,680
			114,331,480
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - 1.5%
Blount International, Inc. (a)(e)	2,975,000		$ 39,210,500
Columbus McKinnon Corp. (NY Shares) (a)(e)	1,050,000		23,226,000
			62,436,500
Trading Companies & Distributors - 2.1%
WESCO International, Inc. (a)(d)	1,138,633		86,285,609
TOTAL INDUSTRIALS			619,652,059
INFORMATION TECHNOLOGY - 13.6%
Communications Equipment - 1.0%
Polycom, Inc. (a)	3,805,145		36,377,186
ViaSat, Inc. (a)	95,000		6,345,050
			42,722,236
Electronic Equipment & Components - 5.3%
Ingram Micro, Inc. Class A (a)	3,435,000		78,421,050
Ryoyo Electro Corp.	1,110,600		8,961,025
SYNNEX Corp. (a)	790,000		39,120,800
Tech Data Corp. (a)(e)	1,923,707		98,763,117
			225,265,992
Internet Software & Services - 2.2%
j2 Global, Inc. (d)	2,000,000		91,540,000
IT Services - 2.0%
CACI International, Inc. Class A (a)(d)(e)	1,265,534		84,031,458
Software - 3.1%
Monotype Imaging Holdings, Inc. (e)	2,499,731		61,318,401
SS&C Technologies Holdings, Inc. (a)	2,000,000		71,560,000
			132,878,401
TOTAL INFORMATION TECHNOLOGY			576,438,087
MATERIALS - 4.5%
Chemicals - 1.9%
PolyOne Corp.	2,800,000		80,948,000
Metals & Mining - 2.6%
Carpenter Technology Corp.	438,880		22,944,646
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Haynes International, Inc.	582,903		$ 28,037,634
RTI International Metals, Inc. (a)(e)	1,880,000		57,622,000
			108,604,280
TOTAL MATERIALS			189,552,280
UTILITIES - 3.9%
Electric Utilities - 2.9%
UIL Holdings Corp.	1,550,000		63,302,000
UNS Energy Corp.	1,150,000		58,477,500
			121,779,500
Gas Utilities - 1.0%
Southwest Gas Corp.	836,756		41,536,568
TOTAL UTILITIES			163,316,068
TOTAL COMMON STOCKS (Cost $3,044,578,546)		4,220,223,803
Money Market Funds - 2.0%

Fidelity Cash Central Fund, 0.11% (b)	28,466,432		28,466,432
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	57,800,650		57,800,650
TOTAL MONEY MARKET FUNDS (Cost $86,267,082)		86,267,082
TOTAL INVESTMENT PORTFOLIO - 101.8% (Cost $3,130,845,628)			4,306,490,885
NET OTHER ASSETS (LIABILITIES) - (1.8)%			(76,083,401)
NET ASSETS - 100%		$ 4,230,407,484

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 25,999
Fidelity Securities Lending Cash Central Fund	546,053
Total	$ 572,052

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 18,634,000	$ 60,186,015	$ -	$ -	$ 70,270,150
Astoria Financial Corp.	51,038,992	-	2,635,044	864,648	63,439,988
Blount International, Inc.	37,039,161	4,861,737	-	-	39,210,500
CACI International, Inc. Class A	-	70,903,692	-	-	84,031,458
Chiquita Brands International, Inc.	17,482,500	-	18,750,066	-	-
Columbus McKinnon Corp. (NY Shares)	15,414,197	33,512	-	-	23,226,000
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Forestar Group, Inc.	$ 22,724,438	$ -	$ 37,180,120	$ -	$ -
Franklin Street Properties Corp.	32,769,200	18,353,991	-	1,420,207	-
GrafTech International Ltd.	62,334,250	15,596,640	-	-	57,971,680
HNI Corp.	71,739,000	-	5,753,822	2,592,000	97,287,208
j2 Global, Inc.	38,011,100	45,217,336	27,957,107	1,829,466	-
Miraial Co. Ltd.	10,410,478	-	12,126,954	294,642	-
Monotype Imaging Holdings, Inc.	38,936,219	295,917	4,511,476	533,522	61,318,401
PacWest Bancorp	42,557,616	917,960	-	1,759,368	-
Platinum Underwriters Holdings Ltd.	64,411,165	-	12,819,753	528,121	85,165,691
Quad/Graphics, Inc.	28,908,484	12,835,355	-	8,161,250	75,007,000
Regis Corp.	52,452,000	4,787,419	1,424,813	798,000	57,598,920
RTI International Metals, Inc.	42,206,000	-	-	-	57,622,000
Ryoyo Electro Corp.	20,552,790	-	7,311,306	462,475	-
Tech Data Corp.	50,100,000	44,833,638	-	-	98,763,117
Valassis Communications, Inc.	35,733,655	13,478,788	-	1,955,518	60,210,064
Western Liberty Bancorp	2,879,407	-	3,071,972	-	-
Total	$ 756,334,652	$ 292,302,000	$ 133,542,433	$ 21,199,217	$ 931,122,177

Other Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2013

Assets
Investment in securities, at value (including securities loaned of $56,776,323) - See accompanying schedule: Unaffiliated issuers (cost $2,332,604,982)	$ 3,289,101,626
Fidelity Central Funds (cost $86,267,082)	86,267,082
Other affiliated issuers (cost $711,973,564)	931,122,177
Total Investments (cost $3,130,845,628)		$ 4,306,490,885
Receivable for investments sold		4,040,206
Receivable for fund shares sold		4,754,743
Dividends receivable		2,311,882
Distributions receivable from Fidelity Central Funds		43,534
Other receivables		26,704
Total assets		4,317,667,954

Liabilities
Payable for investments purchased	$ 4,404,382
Payable for fund shares redeemed	21,283,940
Accrued management fee	2,842,312
Distribution and service plan fees payable	168,389
Other affiliated payables	692,724
Other payables and accrued expenses	68,073
Collateral on securities loaned, at value	57,800,650
Total liabilities		87,260,470

Net Assets		$ 4,230,407,484
Net Assets consist of:
Paid in capital		$ 2,788,449,989
Undistributed net investment income		6,475,378
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		259,835,177
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,175,646,940
Net Assets		$ 4,230,407,484

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

Annual Report

Statement of Assets and Liabilities - continued

	July 31, 2013

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($275,265,209 ÷ 13,787,655 shares)		$ 19.96

Maximum offering price per share (100/94.25 of $19.96)		$ 21.18
Class T: Net Asset Value and redemption price per share ($107,443,503 ÷ 5,452,804 shares)		$ 19.70

Maximum offering price per share (100/96.50 of $19.70)		$ 20.41
Class B: Net Asset Value and offering price per share ($7,052,013 ÷ 370,046 shares)^A		$ 19.06

Class C: Net Asset Value and offering price per share ($76,018,400 ÷ 3,988,294 shares)^A		$ 19.06

Small Cap Value: Net Asset Value, offering price and redemption price per share ($2,672,853,587 ÷ 132,174,679 shares)		$ 20.22

Class F: Net Asset Value, offering price and redemption price per share ($732,192,591 ÷ 36,098,957 shares)		$ 20.28

Institutional Class: Net Asset Value, offering price and redemption price per share ($359,582,181 ÷ 17,774,629 shares)		$ 20.23

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2013

Investment Income
Dividends (including $21,199,217 earned from other affiliated issuers)		$ 60,413,973
Interest		105
Income from Fidelity Central Funds		572,052
Total income		60,986,130

Expenses
Management fee Basic fee	$ 24,334,495
Performance adjustment	3,446,198
Transfer agent fees	6,387,168
Distribution and service plan fees	1,603,302
Accounting and security lending fees	964,201
Custodian fees and expenses	78,850
Independent trustees' compensation	20,817
Registration fees	179,627
Audit	69,056
Legal	9,520
Interest	508
Miscellaneous	27,296
Total expenses before reductions	37,121,038
Expense reductions	(242,350)	36,878,688
Net investment income (loss)		24,107,442
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	283,388,788
Other affiliated issuers	17,171,945
Foreign currency transactions	124,131
Total net realized gain (loss)		300,684,864
Change in net unrealized appreciation (depreciation) on: Investment securities	820,353,456
Assets and liabilities in foreign currencies	1,060
Total change in net unrealized appreciation (depreciation)		820,354,516
Net gain (loss)		1,121,039,380
Net increase (decrease) in net assets resulting from operations		$ 1,145,146,822

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 24,107,442	$ 9,490,811
Net realized gain (loss)	300,684,864	99,657,152
Change in net unrealized appreciation (depreciation)	820,354,516	(37,724,900)
Net increase (decrease) in net assets resulting from operations	1,145,146,822	71,423,063
Distributions to shareholders from net investment income	(21,412,021)	(3,813,704)
Distributions to shareholders from net realized gain	(85,195,362)	(148,970,854)
Total distributions	(106,607,383)	(152,784,558)
Share transactions - net increase (decrease)	507,448,391	230,904,084
Redemption fees	726,904	569,163
Total increase (decrease) in net assets	1,546,714,734	150,111,752

Net Assets
Beginning of period	2,683,692,750	2,533,580,998
End of period (including undistributed net investment income of $6,475,378 and undistributed net investment income of $4,596,351, respectively)	$ 4,230,407,484	$ 2,683,692,750

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 14.86	$ 15.48	$ 13.45	$ 11.13	$ 11.82
Income from Investment Operations
Net investment income (loss) ^C	.07	.01	.01 ^F	.02 ^G	.08
Net realized and unrealized gain (loss)	5.57	.30	2.22	2.33	(.60)
Total from investment operations	5.64	.31	2.23	2.35	(.52)
Distributions from net investment income	(.07)	(.01)	(.08)	(.03)	(.06)
Distributions from net realized gain	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(.54)	(.93)^J	(.20)	(.03)	(.17)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-
Net asset value, end of period	$ 19.96	$ 14.86	$ 15.48	$ 13.45	$ 11.13
Total Return^A,B	39.09%	3.24%	16.72%	21.16%	(4.37)%
Ratios to Average Net Assets^D,H
Expenses before reductions	1.36%	1.44%	1.44%	1.47%	1.45%
Expenses net of fee waivers, if any	1.36%	1.44%	1.43%	1.40%	1.40%
Expenses net of all reductions	1.36%	1.44%	1.43%	1.39%	1.40%
Net investment income (loss)	.41%	.09%	.06% ^F	.17% ^G	.81%
Supplemental Data
Net assets, end of period (000 omitted)	$ 275,265	$ 150,285	$ 140,707	$ 96,994	$ 55,029
Portfolio turnover rate ^E	29%	27%	22%	49%	51%

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 14.70	$ 15.34	$ 13.34	$ 11.05	$ 11.74
Income from Investment Operations
Net investment income (loss) ^C	.03	(.02)	(.03) ^F	(.01) ^G	.05
Net realized and unrealized gain (loss)	5.50	.31	2.20	2.31	(.59)
Total from investment operations	5.53	.29	2.17	2.30	(.54)
Distributions from net investment income	(.06)	-	(.05)	(.01)	(.04)
Distributions from net realized gain	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(.53)	(.93)	(.17)	(.01)	(.15)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-
Net asset value, end of period	$ 19.70	$ 14.70	$ 15.34	$ 13.34	$ 11.05
Total Return^A,B	38.70%	3.08%	16.36%	20.87%	(4.57)%
Ratios to Average Net Assets^D,H
Expenses before reductions	1.60%	1.67%	1.70%	1.72%	1.70%
Expenses net of fee waivers, if any	1.60%	1.67%	1.69%	1.65%	1.65%
Expenses net of all reductions	1.59%	1.67%	1.69%	1.64%	1.65%
Net investment income (loss)	.18%	(.14)%	(.19)% ^F	(.08)% ^G	.56%
Supplemental Data
Net assets, end of period (000 omitted)	$ 107,444	$ 57,514	$ 55,845	$ 44,091	$ 28,534
Portfolio turnover rate ^E	29%	27%	22%	49%	51%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 14.27	$ 15.00	$ 13.08	$ 10.88	$ 11.60
Income from Investment Operations
Net investment income (loss) ^C	(.06)	(.09)	(.10) ^F	(.07) ^G	.01
Net realized and unrealized gain (loss)	5.34	.29	2.15	2.27	(.59)
Total from investment operations	5.28	.20	2.05	2.20	(.58)
Distributions from net investment income	(.02)	-	(.01)	-	(.03)
Distributions from net realized gain	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(.49)	(.93)	(.13)	-	(.14)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-
Net asset value, end of period	$ 19.06	$ 14.27	$ 15.00	$ 13.08	$ 10.88
Total Return^A,B	38.07%	2.51%	15.80%	20.22%	(5.05)%
Ratios to Average Net Assets^D,H
Expenses before reductions	2.15%	2.19%	2.20%	2.22%	2.20%
Expenses net of fee waivers, if any	2.15%	2.19%	2.19%	2.15%	2.15%
Expenses net of all reductions	2.14%	2.19%	2.19%	2.14%	2.15%
Net investment income (loss)	(.37)%	(.66)%	(.69)% ^F	(.58)% ^G	.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,052	$ 6,675	$ 8,549	$ 9,747	$ 7,153
Portfolio turnover rate ^E	29%	27%	22%	49%	51%

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

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

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 14.28	$ 15.01	$ 13.08	$ 10.89	$ 11.60
Income from Investment Operations
Net investment income (loss) ^C	(.06)	(.09)	(.10) ^F	(.07) ^G	.01
Net realized and unrealized gain (loss)	5.34	.29	2.17	2.26	(.58)
Total from investment operations	5.28	.20	2.07	2.19	(.57)
Distributions from net investment income	(.03)	-	(.02)	-	(.03)
Distributions from net realized gain	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(.50)	(.93)	(.14)	-	(.14)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-
Net asset value, end of period	$ 19.06	$ 14.28	$ 15.01	$ 13.08	$ 10.89
Total Return^A,B	38.00%	2.52%	15.91%	20.11%	(4.98)%
Ratios to Average Net Assets^D,H
Expenses before reductions	2.13%	2.19%	2.18%	2.22%	2.20%
Expenses net of fee waivers, if any	2.13%	2.19%	2.18%	2.15%	2.15%
Expenses net of all reductions	2.12%	2.19%	2.18%	2.14%	2.15%
Net investment income (loss)	(.35)%	(.66)%	(.68)% ^F	(.58)% ^G	.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 76,018	$ 47,265	$ 47,457	$ 37,346	$ 21,345
Portfolio turnover rate ^E	29%	27%	22%	49%	51%

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

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

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

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

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

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

Annual Report

Financial Highlights - Small Cap Value

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.05	$ 15.62	$ 13.56	$ 11.22	$ 11.91
Income from Investment Operations
Net investment income (loss) ^B	.12	.06	.06 ^E	.05 ^F	.10
Net realized and unrealized gain (loss)	5.63	.32	2.23	2.34	(.60)
Total from investment operations	5.75	.38	2.29	2.39	(.50)
Distributions from net investment income	(.11)	(.02)	(.10)	(.05)	(.08)
Distributions from net realized gain	(.47)	(.93)	(.13)	-	(.11)
Total distributions	(.58)	(.95)	(.23)	(.05)	(.19)
Redemption fees added to paid in capital ^B,H	-	-	-	-	-
Net asset value, end of period	$ 20.22	$ 15.05	$ 15.62	$ 13.56	$ 11.22
Total Return^A	39.45%	3.67%	17.03%	21.32%	(4.15)%
Ratios to Average Net Assets^C,G
Expenses before reductions	1.07%	1.13%	1.13%	1.18%	1.20%
Expenses net of fee waivers, if any	1.07%	1.13%	1.13%	1.18%	1.20%
Expenses net of all reductions	1.06%	1.13%	1.13%	1.17%	1.20%
Net investment income (loss)	.71%	.41%	.37% ^E	.39% ^F	1.01%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,672,854	$ 1,756,962	$ 1,899,805	$ 1,770,675	$ 1,488,736
Portfolio turnover rate ^D	29%	27%	22%	49%	51%

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

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

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

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

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2013	2012	2011	2010	2009 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 15.09	$ 15.64	$ 13.58	$ 11.22	$ 10.27
Income from Investment Operations
Net investment income (loss) ^D	.16	.09	.09 ^G	.09 ^H	.01
Net realized and unrealized gain (loss)	5.65	.32	2.23	2.34	.94
Total from investment operations	5.81	.41	2.32	2.43	.95
Distributions from net investment income	(.15)	(.04)	(.14)	(.07)	-
Distributions from net realized gain	(.47)	(.93)	(.13)	-	-
Total distributions	(.62)	(.96)^L	(.26)^M	(.07)	-
Redemption fees added to paid in capital ^D,K	-	-	-	-	-
Net asset value, end of period	$ 20.28	$ 15.09	$ 15.64	$ 13.58	$ 11.22
Total Return^B,C	39.79%	3.90%	17.31%	21.69%	9.25%
Ratios to Average Net Assets^E,J
Expenses before reductions	.84%	.89%	.88%	.90%	.86% ^A
Expenses net of fee waivers, if any	.84%	.89%	.88%	.90%	.86% ^A
Expenses net of all reductions	.84%	.89%	.88%	.89%	.86% ^A
Net investment income (loss)	.93%	.64%	.61% ^G	.67% ^H	.64% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 732,193	$ 526,009	$ 279,653	$ 109,868	$ 159
Portfolio turnover rate ^F	29%	27%	22%	49%	51%

^A Annualized

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

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

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

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 15.05	$ 15.63	$ 13.58	$ 11.24	$ 11.91
Income from Investment Operations
Net investment income (loss) ^B	.12	.06	.06 ^E	.06 ^F	.10
Net realized and unrealized gain (loss)	5.65	.31	2.23	2.34	(.59)
Total from investment operations	5.77	.37	2.29	2.40	(.49)
Distributions from net investment income	(.12)	(.02)	(.11)	(.06)	(.07)
Distributions from net realized gain	(.47)	(.93)	(.13)	-	(.11)
Total distributions	(.59)	(.95)	(.24)	(.06)	(.18)
Redemption fees added to paid in capital ^B,H	-	-	-	-	-
Net asset value, end of period	$ 20.23	$ 15.05	$ 15.63	$ 13.58	$ 11.24
Total Return^A	39.54%	3.59%	17.02%	21.42%	(4.04)%
Ratios to Average Net Assets^C,G
Expenses before reductions	1.07%	1.14%	1.10%	1.12%	1.20%
Expenses net of fee waivers, if any	1.07%	1.14%	1.10%	1.12%	1.15%
Expenses net of all reductions	1.06%	1.14%	1.10%	1.12%	1.15%
Net investment income (loss)	.70%	.39%	.39% ^E	.45% ^F	1.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 359,582	$ 138,981	$ 101,565	$ 78,440	$ 10,336
Portfolio turnover rate ^D	29%	27%	22%	49%	51%

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2013

1. Organization.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

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Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 1,227,810,766
Gross unrealized depreciation	(53,133,128)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,174,677,638

Tax Cost	$ 3,131,813,247

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

Undistributed ordinary income	$ 6,475,378
Undistributed long-term capital gain	$ 260,802,795
Net unrealized appreciation (depreciation)	$ 1,174,679,321

The tax character of distributions paid was as follows:

	July 31, 2013	July 31, 2012
Ordinary Income	$ 21,412,021	$ 3,813,704
Long-term Capital Gains	85,195,362	148,970,854
Total	$ 106,607,383	$ 152,784,558

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,422,626,355 and $998,724,082, respectively.

5. Fees and Other Transactions with Affiliates.

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Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 521,981	$ 17,754
Class T	.25%	.25%	393,892	3,578
Class B	.75%	.25%	69,430	52,493
Class C	.75%	.25%	617,999	153,559
			$ 1,603,302	$ 227,384

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 49,310
Class T	9,353
Class B*	5,848
Class C*	4,577
	$ 69,088

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

	Amount	% of Average Net Assets
Class A	$ 563,024	.27
Class T	199,649	.25
Class B	20,848	.30
Class C	175,062	.28
Small Cap Value	4,868,907	.22
Institutional Class	559,678	.23
	$ 6,387,168

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions - continued

(depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $28,205 for the period.

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,199,400	.35%	$ 508

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $7,721 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Annual Report

7. Security Lending - continued

8. Expense Reductions.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $6,754.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2013	2012
From net investment income
Class A	$ 785,355	$ 57,416
Class T	231,402	-
Class B	9,411	-
Class C	90,526	-
Small Cap Value	13,318,853	2,736,678
Class F	5,669,081	858,633
Institutional Class	1,307,393	160,977
Total	$ 21,412,021	$ 3,813,704
From net realized gain
Class A	$ 5,001,914	$ 8,369,079
Class T	1,871,336	3,332,444
Class B	211,601	513,839
Class C	1,589,582	2,835,863
Small Cap Value	54,759,308	109,450,254
Class F	17,097,966	18,207,376
Institutional Class	4,663,655	6,261,999
Total	$ 85,195,362	$ 148,970,854

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Class A
Shares sold	6,665,265	3,582,114	$ 113,825,347	$ 51,112,084
Reinvestment of distributions	357,182	639,382	5,478,656	7,957,627
Shares redeemed	(3,345,663)	(3,203,028)	(56,976,312)	(45,298,282)
Net increase (decrease)	3,676,784	1,018,468	$ 62,327,691	$ 13,771,429
Class T
Shares sold	2,420,486	1,074,645	$ 41,524,163	$ 15,238,625
Reinvestment of distributions	135,952	264,657	2,060,454	3,258,576
Shares redeemed	(1,017,057)	(1,066,289)	(17,196,752)	(14,773,000)
Net increase (decrease)	1,539,381	273,013	$ 26,387,865	$ 3,724,201
Class B
Shares sold	63,699	17,886	$ 1,033,590	$ 244,464
Reinvestment of distributions	12,922	36,117	189,673	433,889
Shares redeemed	(174,192)	(156,185)	(2,861,489)	(2,129,294)
Net increase (decrease)	(97,571)	(102,182)	$ (1,638,226)	$ (1,450,941)
Class C
Shares sold	1,262,288	840,854	$ 20,129,471	$ 11,606,643
Reinvestment of distributions	98,556	202,948	1,448,319	2,439,209
Shares redeemed	(683,043)	(895,789)	(11,003,236)	(12,102,998)
Net increase (decrease)	677,801	148,013	$ 10,574,554	$ 1,942,854
Small Cap Value
Shares sold	46,643,321	27,786,966	$ 815,184,196	$ 403,227,336
Reinvestment of distributions	4,065,017	8,564,707	63,037,497	107,820,730
Shares redeemed	(35,306,999)	(41,177,942)	(618,245,939)	(579,334,071)
Net increase (decrease)	15,401,339	(4,826,269)	$ 259,975,754	$ (68,286,005)
Class F
Shares sold	7,943,352	17,383,615	$ 133,806,197	$ 249,495,726
Reinvestment of distributions	1,465,154	1,506,337	22,767,047	19,066,009
Shares redeemed	(8,168,596)	(1,906,027)	(151,555,822)	(26,618,099)
Net increase (decrease)	1,239,910	16,983,925	$ 5,017,422	$ 241,943,636
Institutional Class
Shares sold	11,988,758	4,662,732	$ 206,274,907	$ 67,294,175
Reinvestment of distributions	337,968	445,761	5,246,517	5,619,794
Shares redeemed	(3,783,835)	(2,373,514)	(66,718,093)	(33,655,059)
Net increase (decrease)	8,542,891	2,734,979	$ 144,803,331	$ 39,258,910

Annual Report

11. Other.

At the end of the period, Fidelity Freedom Funds and Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 31% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2013, 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 Small Cap Value Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2013

Annual Report

Trustees and Officers

Annual Report

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

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
	Year of Election or Appointment: 2011 Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Annual Report

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (1969)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2008-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Brian B. Hogan (1964)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds (2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Thomas C. Hense (1964)
	Year of Election or Appointment: 2008 or 2010 Vice President of Fidelity's High Income (2008), Small Cap (2008), and Value (2010) Funds. Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Scott C. Goebel (1968)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (1969)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (1968)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (1958)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (1968)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Joseph F. Zambello (1957)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (1967)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present), Deputy Treasurer (2008-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (1971)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
	Year of Election or Appointment: 2013 Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Deputy Treasurer of other Fidelity funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Stephanie J. Dorsey (1969)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer (2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Gary W. Ryan (1958)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (1968)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Institutional Class	09/16/13	09/13/13	$0.033	$1.252

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2013, $300,428,923, or, if subsequently determined to be different, the net capital gain of such year.

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

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

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

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

Annual Report

Fidelity Small Cap Value Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCVI-UANN-0913
1.803743.108

Fidelity®

Blue Chip Growth

Fund

Annual Report

July 31, 2013

(Fidelity Cover Art)

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Past 10 years
Fidelity® Blue Chip Growth Fund	28.25%	10.84%	7.88%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund, a class of the fund, on July 31, 2003. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period.

bbb1033798

Annual Report

Management's Discussion of Fund Performance

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Retail Class shares advanced 28.25%, compared with 21.64% for the Russell 1000® Growth Index. I'm focused on owning companies that can sustainably grow earnings by double digits over the long term. Shares of automaker Tesla Motors soared when the company ramped up production faster than expected, helping the company move into profitability much earlier than investors anticipated. Another top relative contributor was Green Mountain Coffee Roasters. During the past year, a new CEO and an extension of the firm's partnership with Starbucks, helped sustain Green Mountain's growth rate, and the stock took off. On the flip side, an overweighting in Broadcom - a chipmaker in the wireless area - was the fund's biggest relative detractor this period. Most investors anticipated the company's next-generation wireless chip would launch in the next year, but production was delayed until late 2014, which hurt the stock. Apple was by far the largest absolute detractor and also hurt relative results. Shares of the tech giant declined after the firm delivered disappointing sales of its iPhone® 5 smartphone and competitors, such as Samsung Electronics, began to close the gap on their devices in terms of product features.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Blue Chip Growth	.74%
Actual		$ 1,000.00	$ 1,164.40	$ 3.97
Hypothetical^A		$ 1,000.00	$ 1,021.12	$ 3.71
Class K	.60%
Actual		$ 1,000.00	$ 1,165.00	$ 3.22
Hypothetical^A		$ 1,000.00	$ 1,021.82	$ 3.01
Class F	.55%
Actual		$ 1,000.00	$ 1,165.40	$ 2.95
Hypothetical^A		$ 1,000.00	$ 1,022.07	$ 2.76

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	5.1	5.9
Apple, Inc.	4.1	5.9
Gilead Sciences, Inc.	2.8	1.7
Home Depot, Inc.	1.9	1.8
Amazon.com, Inc.	1.8	2.1
QUALCOMM, Inc.	1.6	2.0
Amgen, Inc.	1.4	1.1
Visa, Inc. Class A	1.4	1.3
Starbucks Corp.	1.4	1.2
United Technologies Corp.	1.4	1.3
	22.9
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	28.5	31.9
Consumer Discretionary	23.0	20.9
Health Care	14.7	10.5
Consumer Staples	13.2	15.2
Industrials	10.7	10.9

Asset Allocation (% of fund's net assets)
As of July 31, 2013*			As of January 31, 2013**
	Stocks 99.7%			Stocks 99.9%
	Short-Term Investments and Net Other Assets (Liabilities) 0.3%			Short-Term Investments and Net Other Assets (Liabilities) 0.1%
* Foreign investments		8.4%	** Foreign investments		9.5%

bbb1033806

Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 22.6%
Auto Components - 0.2%
Johnson Controls, Inc.	909,800		$ 36,583
The Goodyear Tire & Rubber Co. (a)	630,700		11,668
			48,251
Automobiles - 1.4%
Ford Motor Co.	2,494,100		42,100
General Motors Co. (a)	815,900		29,266
Tesla Motors, Inc. (a)(d)	1,573,964		211,352
			282,718
Distributors - 0.1%
LKQ Corp. (a)	945,500		24,649
Diversified Consumer Services - 0.4%
H&R Block, Inc.	2,158,700		67,848
Kroton Educacional SA	1,180,000		16,810
			84,658
Hotels, Restaurants & Leisure - 4.4%
Alsea S.A.B. de CV	2,981,200		8,146
Buffalo Wild Wings, Inc. (a)	331,100		34,295
Chipotle Mexican Grill, Inc. (a)	158,400		65,304
Dunkin' Brands Group, Inc.	773,500		33,415
Fiesta Restaurant Group, Inc. (a)	124,000		3,912
Jubilant Foodworks Ltd. (a)	288,917		5,344
Las Vegas Sands Corp.	2,356,700		130,962
Noodles & Co.	149,479		6,483
Panera Bread Co. Class A (a)	366,200		61,174
Penn National Gaming, Inc. (a)	550,300		27,509
Starbucks Corp.	3,987,600		284,077
Starwood Hotels & Resorts Worldwide, Inc.	561,000		37,110
Whitbread PLC	464,036		22,801
Wyndham Worldwide Corp.	491,627		30,628
Yum! Brands, Inc.	1,716,600		125,174
			876,334
Household Durables - 0.4%
Sony Corp. sponsored ADR	722,700		15,206
Whirlpool Corp.	479,678		64,248
			79,454
Internet & Catalog Retail - 2.9%
Amazon.com, Inc. (a)	1,195,900		360,229
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Netflix, Inc. (a)	148,800		$ 36,340
priceline.com, Inc. (a)	201,800		176,710
			573,279
Leisure Equipment & Products - 0.2%
Mattel, Inc.	985,200		41,408
Media - 2.8%
CBS Corp. Class B	865,900		45,754
Comcast Corp. Class A	6,029,400		271,805
DIRECTV (a)	421,200		26,649
DISH Network Corp. Class A	376,000		16,788
Fuji Media Holdings, Inc.	2,000		3,622
Sinclair Broadcast Group, Inc. Class A	331,300		9,346
Sirius XM Radio, Inc.	2,254,100		8,408
The Walt Disney Co.	879,500		56,860
Time Warner, Inc.	625,000		38,913
Twenty-First Century Fox, Inc. Class A	3,000,500		89,655
			567,800
Multiline Retail - 1.0%
Dollar General Corp. (a)	768,200		41,997
Dollar Tree, Inc. (a)	156,300		8,385
Macy's, Inc.	1,594,900		77,097
Target Corp.	975,200		69,483
			196,962
Specialty Retail - 5.8%
Abercrombie & Fitch Co. Class A	1,806,400		90,085
American Eagle Outfitters, Inc.	1,599,600		31,416
AutoZone, Inc. (a)	33,000		14,803
Best Buy Co., Inc.	2,509,100		75,499
CarMax, Inc. (a)	258,900		12,696
Home Depot, Inc.	4,733,300		374,073
L Brands, Inc.	1,724,700		96,187
Lowe's Companies, Inc.	3,379,400		150,654
Lumber Liquidators Holdings, Inc. (a)	272,200		26,354
Restoration Hardware Holdings, Inc.	136,400		9,114
Ross Stores, Inc.	1,935,300		130,575
TJX Companies, Inc.	2,452,180		127,611
Urban Outfitters, Inc. (a)	883,800		37,615
			1,176,682
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 3.0%
Arezzo Industria e Comercio SA	1,646,000		$ 25,671
Fifth & Pacific Companies, Inc. (a)	1,228,600		29,265
Fossil Group, Inc. (a)	509,819		56,029
lululemon athletica, Inc. (a)	741,380		51,578
Michael Kors Holdings Ltd. (a)	2,024,237		136,312
NIKE, Inc. Class B	1,712,800		107,769
Prada SpA	1,995,500		18,628
PVH Corp.	763,900		100,674
Ralph Lauren Corp.	65,500		11,925
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	902,700		60,598
Wolverine World Wide, Inc.	183,500		10,553
			609,002
TOTAL CONSUMER DISCRETIONARY			4,561,197
CONSUMER STAPLES - 13.2%
Beverages - 3.1%
Anheuser-Busch InBev SA NV ADR	695,000		66,518
Beam, Inc.	228,300		14,837
Monster Beverage Corp. (a)	1,360,600		82,983
PepsiCo, Inc.	2,227,300		186,069
SABMiller PLC	147,300		7,217
The Coca-Cola Co.	6,952,400		278,652
			636,276
Food & Staples Retailing - 2.8%
Costco Wholesale Corp.	1,409,300		165,297
CVS Caremark Corp.	3,050,600		187,581
Kroger Co.	1,485,100		58,320
Walgreen Co.	1,341,000		67,385
Whole Foods Market, Inc.	1,590,200		88,383
			566,966
Food Products - 3.0%
Archer Daniels Midland Co.	163,700		5,970
Associated British Foods PLC	592,900		17,534
Bunge Ltd.	483,600		36,758
Danone SA	658,200		52,013
Green Mountain Coffee Roasters, Inc. (a)(d)	3,513,464		271,169
Kellogg Co.	758,600		50,250
Kraft Foods Group, Inc.	536,900		30,378
Mead Johnson Nutrition Co. Class A	787,600		57,369
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Mondelez International, Inc.	1,737,400		$ 54,328
Unilever NV (NY Reg.)	620,500		24,826
			600,595
Household Products - 1.6%
Energizer Holdings, Inc.	251,500		25,603
Procter & Gamble Co.	3,373,400		270,884
Svenska Cellulosa AB (SCA) (B Shares)	811,700		21,481
			317,968
Personal Products - 0.6%
Herbalife Ltd.	1,778,391		116,485
Tobacco - 2.1%
Altria Group, Inc.	1,693,800		59,385
British American Tobacco PLC (United Kingdom)	146,800		7,831
Japan Tobacco, Inc.	528,000		18,470
Lorillard, Inc.	1,866,000		79,361
Philip Morris International, Inc.	2,885,900		257,365
			422,412
TOTAL CONSUMER STAPLES			2,660,702
ENERGY - 3.8%
Energy Equipment & Services - 0.9%
Cameron International Corp. (a)	402,500		23,868
Ensco PLC Class A	557,500		31,967
Halliburton Co.	2,651,300		119,812
National Oilwell Varco, Inc.	164,100		11,515
			187,162
Oil, Gas & Consumable Fuels - 2.9%
Anadarko Petroleum Corp.	1,352,100		119,688
Apache Corp.	204,500		16,411
Cabot Oil & Gas Corp.	277,300		21,025
Canadian Natural Resources Ltd.	1,495,600		46,349
Cobalt International Energy, Inc. (a)	654,900		18,894
Continental Resources, Inc. (a)	394,200		36,385
EOG Resources, Inc.	367,800		53,511
EQT Corp.	204,400		17,681
Hess Corp.	609,500		45,383
Occidental Petroleum Corp.	909,000		80,946
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pioneer Natural Resources Co.	626,800		$ 97,004
Western Gas Equity Partners LP	594,900		23,403
			576,680
TOTAL ENERGY			763,842
FINANCIALS - 4.0%
Capital Markets - 0.9%
BlackRock, Inc. Class A	271,700		76,609
Invesco Ltd.	867,000		27,909
Monex Group, Inc.	50,266		20,330
Morgan Stanley	1,780,812		48,456
State Street Corp.	114,000		7,942
Virtus Investment Partners, Inc. (a)	44,000		8,206
			189,452
Consumer Finance - 0.4%
American Express Co.	964,000		71,114
Diversified Financial Services - 2.2%
Bank of America Corp.	6,660,300		97,240
Citigroup, Inc.	4,157,520		216,773
CME Group, Inc.	85,800		6,347
IntercontinentalExchange, Inc. (a)	45,300		8,265
JPMorgan Chase & Co.	2,181,100		121,553
			450,178
Insurance - 0.3%
Berkshire Hathaway, Inc. Class B (a)	265,800		30,798
MetLife, Inc.	511,600		24,772
			55,570
Real Estate Investment Trusts - 0.1%
Simon Property Group, Inc.	71,400		11,428
Real Estate Management & Development - 0.1%
Altisource Portfolio Solutions SA	50,000		6,166
Howard Hughes Corp. (a)	80,200		8,759
Parsvnath Developers Ltd. (a)(e)	21,771,340		10,232
			25,157
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd. (a)	448,663		5,901
TOTAL FINANCIALS			808,800
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 14.7%
Biotechnology - 8.9%
Acorda Therapeutics, Inc. (a)	116,000		$ 4,405
Agios Pharmaceuticals, Inc.	145,017		4,229
Alexion Pharmaceuticals, Inc. (a)	700,000		81,361
Alkermes PLC (a)	1,017,100		34,154
Alnylam Pharmaceuticals, Inc. (a)	693,263		32,008
Amgen, Inc.	2,680,400		290,261
ARIAD Pharmaceuticals, Inc. (a)	1,781,860		33,107
Biogen Idec, Inc. (a)	1,125,700		245,549
BioMarin Pharmaceutical, Inc. (a)	288,700		18,664
Bluebird Bio, Inc.	122,116		3,801
Celgene Corp. (a)	614,700		90,275
Clovis Oncology, Inc. (a)	195,300		15,210
CSL Ltd.	66,241		3,934
Exelixis, Inc. (a)	3,668,800		18,601
Gilead Sciences, Inc. (a)	9,157,000		562,698
Grifols SA (d)	330,400		13,938
Grifols SA:
ADR	292,845		9,295
Class B	16,520		529
Infinity Pharmaceuticals, Inc. (a)	640,000		13,555
InterMune, Inc. (a)	2,356,200		36,545
Ironwood Pharmaceuticals, Inc. Class A (a)	473,000		5,790
Medivation, Inc. (a)	299,000		17,303
Merrimack Pharmaceuticals, Inc. (a)	2,407,858		11,510
Onyx Pharmaceuticals, Inc. (a)	400,500		52,586
Pharmacyclics, Inc. (a)	44,300		4,812
Regeneron Pharmaceuticals, Inc. (a)	438,669		118,467
Seattle Genetics, Inc. (a)	239,900		9,721
Synageva BioPharma Corp. (a)	180,700		8,692
Vertex Pharmaceuticals, Inc. (a)	639,160		51,005
			1,792,005
Health Care Equipment & Supplies - 0.9%
Accuray, Inc. (a)(d)	2,060,900		12,798
Baxter International, Inc.	185,400		13,542
Boston Scientific Corp. (a)	3,943,000		43,058
Insulet Corp. (a)	310,600		9,905
The Cooper Companies, Inc.	814,672		103,748
			183,051
Health Care Providers & Services - 1.1%
AmerisourceBergen Corp.	201,900		11,765
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Apollo Hospitals Enterprise Ltd.	936,371		$ 14,435
Catamaran Corp. (a)	343,600		18,098
Express Scripts Holding Co. (a)	2,370,900		155,412
HCA Holdings, Inc.	622,300		24,270
MEDNAX, Inc. (a)	42,000		4,092
Qualicorp SA (a)	1,151,000		8,426
			236,498
Health Care Technology - 0.3%
athenahealth, Inc. (a)(d)	154,575		17,305
Cerner Corp. (a)	893,800		43,796
			61,101
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	697,300		55,658
Lonza Group AG	58,001		4,462
			60,120
Pharmaceuticals - 3.2%
AbbVie, Inc.	1,346,600		61,243
Actavis, Inc. (a)	732,100		98,299
Allergan, Inc.	346,000		31,528
AVANIR Pharmaceuticals Class A (a)(d)	2,885,556		13,591
Bristol-Myers Squibb Co.	663,800		28,703
Endo Health Solutions, Inc. (a)	720,068		27,694
Johnson & Johnson	1,181,540		110,474
Merck & Co., Inc.	642,100		30,930
Perrigo Co.	139,400		17,340
Questcor Pharmaceuticals, Inc.	608,852		40,683
Sanofi SA sponsored ADR	416,000		21,416
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,492,400		138,473
Warner Chilcott PLC	1,240,800		26,441
			646,815
TOTAL HEALTH CARE			2,979,590
INDUSTRIALS - 10.7%
Aerospace & Defense - 3.0%
Honeywell International, Inc.	1,207,200		100,173
Precision Castparts Corp.	596,000		132,145
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
The Boeing Co.	862,500		$ 90,649
United Technologies Corp.	2,672,600		282,146
			605,113
Air Freight & Logistics - 0.6%
FedEx Corp.	125,830		13,338
United Parcel Service, Inc. Class B	1,236,200		107,302
			120,640
Airlines - 0.9%
Copa Holdings SA Class A	84,900		11,816
Delta Air Lines, Inc.	2,096,800		44,515
Spirit Airlines, Inc. (a)	1,237,100		40,886
U.S. Airways Group, Inc. (a)	2,300,900		44,522
United Continental Holdings, Inc. (a)	898,400		31,309
			173,048
Building Products - 0.3%
A.O. Smith Corp.	151,000		6,239
Fortune Brands Home & Security, Inc.	348,500		14,397
Masco Corp.	1,904,100		39,072
			59,708
Construction & Engineering - 0.1%
Quanta Services, Inc. (a)	758,300		20,330
Electrical Equipment - 0.6%
Eaton Corp. PLC	1,620,100		111,706
Industrial Conglomerates - 1.0%
Danaher Corp.	2,848,300		191,805
General Electric Co.	733,900		17,885
			209,690
Machinery - 1.8%
Caterpillar, Inc.	732,900		60,765
Cummins, Inc.	1,356,000		164,334
Ingersoll-Rand PLC	1,204,000		73,504
ITT Corp.	473,900		14,805
Manitowoc Co., Inc.	1,186,800		24,365
PACCAR, Inc.	269,200		15,148
Snap-On, Inc.	87,500		8,299
			361,220
Professional Services - 0.6%
Manpower, Inc.	1,650,800		110,389
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Towers Watson & Co.	171,500		$ 14,445
Verisk Analytics, Inc. (a)	61,900		3,984
			128,818
Road & Rail - 1.6%
Canadian Pacific Railway Ltd.	537,600		66,018
Con-way, Inc.	431,200		17,873
Hertz Global Holdings, Inc. (a)	3,815,600		97,718
Union Pacific Corp.	840,800		133,342
			314,951
Trading Companies & Distributors - 0.2%
Mills Estruturas e Servicos de Engenharia SA	827,400		10,336
W.W. Grainger, Inc.	55,200		14,470
WESCO International, Inc. (a)	305,300		23,136
			47,942
TOTAL INDUSTRIALS			2,153,166
INFORMATION TECHNOLOGY - 28.5%
Communications Equipment - 2.5%
Aruba Networks, Inc. (a)	534,200		9,498
Cisco Systems, Inc.	2,047,800		52,321
F5 Networks, Inc. (a)	631,600		55,429
Juniper Networks, Inc. (a)	2,603,100		56,409
QUALCOMM, Inc.	5,070,600		327,307
			500,964
Computers & Peripherals - 5.9%
Apple, Inc.	1,835,600		830,609
EMC Corp.	5,267,100		137,735
Fusion-io, Inc. (a)	807,522		11,644
Hewlett-Packard Co.	2,539,700		65,219
NCR Corp. (a)	3,286,157		118,302
SanDisk Corp.	371,800		20,494
Stratasys Ltd. (a)	46,600		4,131
			1,188,134
Electronic Equipment & Components - 0.1%
InvenSense, Inc. (a)	535,400		9,466
Neonode, Inc. (a)	613,800		4,782
			14,248
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 8.2%
Baidu.com, Inc. sponsored ADR (a)	115,900		$ 15,335
Cornerstone OnDemand, Inc. (a)	149,200		6,571
Dropbox, Inc. (a)(f)	1,003,814		10,038
eBay, Inc. (a)	1,220,300		63,077
Facebook, Inc. Class A (a)	7,472,367		275,207
Google, Inc. Class A (a)	1,150,067		1,020,805
LinkedIn Corp. (a)	357,000		72,753
Marketo, Inc.	285,851		8,984
Rackspace Hosting, Inc. (a)	972,100		44,026
Trulia, Inc.	161,200		6,006
WebMD Health Corp. (a)	639,700		21,116
Yahoo!, Inc. (a)	3,808,900		106,992
Yelp, Inc. (a)(d)	110,200		4,606
			1,655,516
IT Services - 3.7%
Cognizant Technology Solutions Corp. Class A (a)	1,700,800		123,121
FleetCor Technologies, Inc. (a)	118,000		10,593
MasterCard, Inc. Class A	446,600		272,698
The Western Union Co.	1,974,600		35,464
Unisys Corp. (a)	359,124		9,316
Visa, Inc. Class A	1,610,700		285,110
			736,302
Semiconductors & Semiconductor Equipment - 3.2%
Advanced Micro Devices, Inc. (a)(d)	9,424,400		35,530
Altera Corp.	1,583,400		56,306
Applied Materials, Inc.	3,982,200		64,950
Atmel Corp. (a)	1,086,600		8,584
Avago Technologies Ltd.	1,028,900		37,740
Broadcom Corp. Class A	6,478,600		178,615
Cree, Inc. (a)	638,500		44,631
First Solar, Inc. (a)	338,700		16,678
Lam Research Corp. (a)	164,000		8,072
Monolithic Power Systems, Inc.	437,600		11,456
NVIDIA Corp.	1,099,200		15,861
NXP Semiconductors NV (a)	4,948,135		161,557
PMC-Sierra, Inc. (a)	2,192,700		14,483
			654,463
Software - 4.9%
Activision Blizzard, Inc.	6,149,700		110,572
Adobe Systems, Inc. (a)	731,300		34,576
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Electronic Arts, Inc. (a)	4,007,996		$ 104,689
FleetMatics Group PLC	187,100		7,046
Guidewire Software, Inc. (a)	248,300		10,866
Intuit, Inc.	127,200		8,131
Linx SA	124,800		2,067
Microsoft Corp.	3,990,689		127,024
Oracle Corp.	3,956,200		127,983
QLIK Technologies, Inc. (a)	696,663		21,819
Red Hat, Inc. (a)	1,463,400		75,760
salesforce.com, Inc. (a)	4,973,660		217,598
ServiceNow, Inc. (a)	522,500		22,771
Splunk, Inc. (a)	196,000		9,802
Tableau Software, Inc.	50,600		2,803
Take-Two Interactive Software, Inc. (a)	1,200,800		21,050
Ubisoft Entertainment SA (a)	881,104		13,445
VMware, Inc. Class A (a)	409,600		33,665
Workday, Inc. Class A (d)	648,700		44,300
			995,967
TOTAL INFORMATION TECHNOLOGY			5,745,594
MATERIALS - 1.7%
Chemicals - 1.6%
Eastman Chemical Co.	1,196,200		96,210
LyondellBasell Industries NV Class A	320,800		22,042
Mexichem S.A.B. de CV	3,322,800		15,549
Monsanto Co.	1,900,300		187,712
			321,513
Metals & Mining - 0.1%
Freeport-McMoRan Copper & Gold, Inc.	702,100		19,855
TOTAL MATERIALS			341,368
TELECOMMUNICATION SERVICES - 0.1%
Diversified Telecommunication Services - 0.1%
Jazztel PLC (a)	504,600		4,578
Verizon Communications, Inc.	383,700		18,985
			23,563
TOTAL COMMON STOCKS (Cost $13,457,469)		20,037,822
Preferred Stocks - 0.4%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Leisure Equipment & Products - 0.0%
NJOY, Inc. Series C (f)	607,766		$ 4,913
Nonconvertible Preferred Stocks - 0.4%
CONSUMER DISCRETIONARY - 0.4%
Automobiles - 0.4%
Volkswagen AG	338,600		80,474
TOTAL PREFERRED STOCKS (Cost $40,585)		85,387
Money Market Funds - 2.9%

Fidelity Cash Central Fund, 0.11% (b)	65,572,089		65,572
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	529,104,648		529,105
TOTAL MONEY MARKET FUNDS (Cost $594,677)		594,677
TOTAL INVESTMENT PORTFOLIO - 102.6% (Cost $14,092,731)			20,717,886
NET OTHER ASSETS (LIABILITIES) - (2.6)%			(534,684)
NET ASSETS - 100%		$ 20,183,202

Legend

(a) Non-income producing

(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 $14,951,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Dropbox, Inc.	5/2/12	$ 9,084
NJOY, Inc. Series C	6/7/13	$ 4,913

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	$ 44
Fidelity Securities Lending Cash Central Fund	10,642
Total	$ 10,686

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 15,302	$ -	$ -	$ -	$ 10,232
Total	$ 15,302	$ -	$ -	$ -	$ 10,232

Other Information

The following is a summary of the inputs used, as of July 31, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 4,646,584	$ 4,641,671	$ -	$ 4,913
Consumer Staples	2,660,702	2,652,871	7,831	-
Energy	763,842	763,842	-	-
Financials	808,800	808,800	-	-
Health Care	2,979,590	2,979,590	-	-
Industrials	2,153,166	2,153,166	-	-
Information Technology	5,745,594	5,735,556	-	10,038
Materials	341,368	341,368	-	-
Telecommunication Services	23,563	23,563	-	-
Money Market Funds	594,677	594,677	-	-
Total Investments in Securities:	$ 20,717,886	$ 20,695,104	$ 7,831	$ 14,951

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

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

Assets
Investment in securities, at value (including securities loaned of $525,836) - See accompanying schedule: Unaffiliated issuers (cost $13,467,203)	$ 20,112,977
Fidelity Central Funds (cost $594,677)	594,677
Other affiliated issuers (cost $30,851)	10,232
Total Investments (cost $14,092,731)		$ 20,717,886
Cash		159
Receivable for investments sold		173,967
Receivable for fund shares sold		16,793
Dividends receivable		7,381
Distributions receivable from Fidelity Central Funds		137
Other receivables		751
Total assets		20,917,074

Liabilities
Payable for investments purchased	$ 160,438
Payable for fund shares redeemed	31,357
Accrued management fee	10,006
Other affiliated payables	2,227
Other payables and accrued expenses	739
Collateral on securities loaned, at value	529,105
Total liabilities		733,872

Net Assets		$ 20,183,202
Net Assets consist of:
Paid in capital		$ 12,472,227
Undistributed net investment income		56,036
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,029,789
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		6,625,150
Net Assets		$ 20,183,202

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

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

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($12,927,159 ÷ 216,718 shares)		$ 59.65

Class K: Net Asset Value, offering price and redemption price per share ($3,505,675 ÷ 58,679 shares)		$ 59.74

Class F: Net Asset Value, offering price and redemption price per share ($3,750,368 ÷ 62,706 shares)		$ 59.81

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2013

Investment Income
Dividends		$ 247,142
Interest		1
Income from Fidelity Central Funds		10,686
Total income		257,829

Expenses
Management fee Basic fee	$ 95,910
Performance adjustment	(1,291)
Transfer agent fees	23,729
Accounting and security lending fees	1,648
Custodian fees and expenses	400
Independent trustees' compensation	108
Registration fees	151
Audit	107
Legal	56
Interest	8
Miscellaneous	149
Total expenses before reductions	120,975
Expense reductions	(2,236)	118,739
Net investment income (loss)		139,090
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,392,819
Foreign currency transactions	(800)
Total net realized gain (loss)		1,392,019
Change in net unrealized appreciation (depreciation) on: Investment securities	2,900,644
Assets and liabilities in foreign currencies	23
Total change in net unrealized appreciation (depreciation)		2,900,667
Net gain (loss)		4,292,686
Net increase (decrease) in net assets resulting from operations		$ 4,431,776

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 139,090	$ 35,383
Net realized gain (loss)	1,392,019	(37,431)
Change in net unrealized appreciation (depreciation)	2,900,667	271,789
Net increase (decrease) in net assets resulting from operations	4,431,776	269,741
Distributions to shareholders from net investment income	(85,342)	(15,666)
Distributions to shareholders from net realized gain	(230,904)	(480,841)
Total distributions	(316,246)	(496,507)
Share transactions - net increase (decrease)	1,247,958	656,032
Total increase (decrease) in net assets	5,363,488	429,266

Net Assets
Beginning of period	14,819,714	14,390,448
End of period (including undistributed net investment income of $56,036 and undistributed net investment income of $10,385, respectively)	$ 20,183,202	$ 14,819,714

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Income from Investment Operations
Net investment income (loss) ^B	.39	.10	(.03)	.04	.27
Net realized and unrealized gain (loss)	12.79	.75	10.61	5.80	(6.36)
Total from investment operations	13.18	.85	10.58	5.84	(6.09)
Distributions from net investment income	(.23)	(.04)	(.00) ^{E, G}	(.18)	(.29)
Distributions from net realized gain	(.68)	(1.60)	(.04) ^E	-	(.71)
Total distributions	(.91)	(1.64)	(.04)	(.18)	(1.00)
Net asset value, end of period	$ 59.65	$ 47.38	$ 48.17	$ 37.63	$ 31.97
Total Return ^A	28.25%	2.27%	28.12%	18.29%	(15.85)%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.76%	.90%	.94%	.94%	.76%
Expenses net of fee waivers, if any	.76%	.90%	.94%	.94%	.76%
Expenses net of all reductions	.74%	.89%	.92%	.93%	.76%
Net investment income (loss)	.75%	.21%	(.06)%	.10%	.93%
Supplemental Data
Net assets, end of period (in millions)	$ 12,927	$ 10,595	$ 12,024	$ 10,295	$ 9,691
Portfolio turnover rate ^D	75%	95%	132%	135%	134%

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

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

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

^E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Income from Investment Operations
Net investment income (loss) ^C	.47	.17	.05	.11	.32
Net realized and unrealized gain (loss)	12.79	.75	10.62	5.79	(6.33)
Total from investment operations	13.26	.92	10.67	5.90	(6.01)
Distributions from net investment income	(.30)	(.08)	(.05) ^F	(.25)	(.34)
Distributions from net realized gain	(.68)	(1.60)	(.07) ^F	-	(.71)
Total distributions	(.98)	(1.67) ^H	(.12)	(.25)	(1.05)
Net asset value, end of period	$ 59.74	$ 47.46	$ 48.21	$ 37.66	$ 32.01
Total Return ^{A, B}	28.42%	2.43%	28.37%	18.48%	(15.61)%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	.61%	.74%	.77%	.75%	.53%
Expenses net of fee waivers, if any	.61%	.74%	.77%	.75%	.53%
Expenses net of all reductions	.60%	.73%	.76%	.74%	.52%
Net investment income (loss)	.89%	.37%	.11%	.30%	1.16%
Supplemental Data
Net assets, end of period (in millions)	$ 3,506	$ 2,467	$ 1,455	$ 932	$ 591
Portfolio turnover rate ^E	75%	95%	132%	135%	134%

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

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

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

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

^F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^H Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share.

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.51	$ 48.24	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.50	.19	.07	.13	- ^J
Net realized and unrealized gain (loss)	12.81	.76	10.61	5.80	2.82
Total from investment operations	13.31	.95	10.68	5.93	2.82
Distributions from net investment income	(.33)	(.08)	(.06) ^H	(.22)	-
Distributions from net realized gain	(.68)	(1.60)	(.08) ^H	-	-
Total distributions	(1.01)	(1.68)	(.13) ^K	(.22)	-
Net asset value, end of period	$ 59.81	$ 47.51	$ 48.24	$ 37.69	$ 31.98
Total Return ^{B, C}	28.49%	2.49%	28.41%	18.59%	9.67%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.56%	.69%	.72%	.70%	.51% ^A
Expenses net of fee waivers, if any	.56%	.69%	.72%	.70%	.51% ^A
Expenses net of all reductions	.55%	.68%	.71%	.68%	.51% ^A
Net investment income (loss)	.94%	.42%	.16%	.35%	(.05)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,750,368	$ 1,756,916	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate ^F	75%	95%	132%	135%	134%

^A Annualized

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

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

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

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

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

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

^K Total distributions of $.13 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.076 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2013

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Blue Chip Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Blue Chip Growth, Class K and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2013, is included at the end of the Fund's Schedule of Investments.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications. In addition,

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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

Gross unrealized appreciation	$ 6,725,212
Gross unrealized depreciation	(141,260)
Net unrealized appreciation (depreciation) on securities and other investments	$ 6,583,952

Tax Cost	$ 14,133,934

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

Undistributed ordinary income	$ 130,879
Undistributed long-term capital gain	$ 996,747
Net unrealized appreciation (depreciation)	$ 6,583,947

The tax character of distributions paid was as follows:

	July 31, 2013	July 31, 2012
Ordinary Income	$ 85,342	$ 15,666
Long-term Capital Gains	230,904	480,841
Total	$ 316,246	$ 496,507

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.

Annual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $13,939,479 and $12,907,588, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Blue Chip Growth as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .55% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Blue Chip Growth. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Blue Chip Growth	$ 22,289	.19
Class K	1,440	.05
	$ 23,729

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 12,940	.41%	$ 8

Exchanges In-Kind. During the period, certain investment companies managed by FMR or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered cash and securities valued at $1,605,000 in exchange for 32,348 shares of the Fund. The amount of in-kind exchanges is included in share transactions in the accompanying Statement of Changes in Net Assets, as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $39 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

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7. Security Lending - continued

the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $2,041. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $10,642, including $619 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2013	2012
From net investment income
Blue Chip Growth	$ 51,844	$ 10,644
Class K	16,348	2,860
Class F	17,150	2,162
Total	$ 85,342	$ 15,666
From net realized gain
Blue Chip Growth	$ 155,106	$ 397,250
Class K	36,829	51,295
Class F	38,969	32,296
Total	$ 230,904	$ 480,841

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Blue Chip Growth
Shares sold	41,304 ^A	42,825	$ 2,121,491 ^A	$ 1,970,082
Reinvestment of distributions	4,171	9,668	202,506	399,689
Shares redeemed	(52,364)	(78,498)	(2,708,546)	(3,530,347)
Net increase (decrease)	(6,889)	(26,005)	$ (384,549)	$ (1,160,576)
Class K
Shares sold	17,299	29,866	$ 899,333	$ 1,366,770
Reinvestment of distributions	1,092	1,309	53,178	54,155
Shares redeemed	(11,703)	(9,363)	(608,221)	(426,597)
Net increase (decrease)	6,688	21,812	$ 344,290	$ 994,328
Class F
Shares sold	28,168 ^A	19,170	$ 1,424,726 ^A	$ 873,960
Reinvestment of distributions	1,153	832	56,119	34,458
Shares redeemed	(3,595)	(1,918)	(192,628)	(86,138)
Net increase (decrease)	25,726	18,084	$ 1,288,217	$ 822,280

^A Amount includes in-kind exchanges (See Note 5: Exchanges In-Kind)

11. Other.

At the end of the period, the Fidelity Freedom Funds and Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 33% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Growth Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Blue Chip Growth Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2013, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2013, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Blue Chip Growth Fund as of July 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 11, 2013

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 166 Fidelity funds. Mr. Curvey oversees 387 Fidelity funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 230 Fidelity funds.

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 of the trust and the funds (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board 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.

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

Annual Report

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

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

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

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

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Trustees and Officers - continued

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
	Year of Election or Appointment: 2011 Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Annual Report

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (1969)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2008-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (1965)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Vice President of other Fidelity funds (2013-present), Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds (2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (1968)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (1969)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (1968)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (1958)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (1968)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Joseph F. Zambello (1957)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (1967)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present), Deputy Treasurer (2008-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (1971)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
	Year of Election or Appointment: 2013 Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Deputy Treasurer of other Fidelity funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Stephanie J. Dorsey (1969)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer (2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Gary W. Ryan (1958)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (1968)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Blue Chip Growth Fund voted to pay on September 09, 2013, to shareholders of record at the opening of business on September 06, 2013, a distribution of $3.176 per share derived from capital gains realized from sales of portfolio securities; and a dividend of $0.148 per share from net investment income.

Blue Chip Growth hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2013, $1,227,651,246, or, if subsequently determined to be different, the net capital gain of such year.

Blue Chip Growth designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Blue Chip Growth Fund

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Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Blue Chip Growth Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Furthermore, the Board considered that shareholders approved a prospective change in the index used to calculate the fund's performance adjustment beginning June 1, 2006. The Board also considered that, because the performance adjustment is based on a rolling 36-month measurement period, during a transition period the fund's performance is compared to a blended index return that reflects the performance of the former index for the portion of the measurement period prior to June 1, 2006 and the performance of the current index for the remainder of the measurement period. The Board noted that the fund's performance adjustments for 2008 and 2009 shown in the chart above reflect the effect of using the blended index return to calculate the fund's performance adjustment.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

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®) bbb1033812
1-800-544-5555

Automated line for quickest service

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

BCF-UANN-0913
1.789244.110

Fidelity®

Blue Chip Growth

Fund -
Class F

Annual Report

July 31, 2013

(Fidelity Cover Art)

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Past 10 years
Class F^A	28.49%	11.04%	7.98%

^AThe initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009, are those of Fidelity® Blue Chip Growth Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund - Class F on July 31, 2003. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period. The initial offering of Class F took place on June 26, 2009. See above for additional information regarding the performance of Class F.

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Annual Report

Management's Discussion of Fund Performance

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Class F shares advanced 28.49%, compared with 21.64% for the Russell 1000® Growth Index. I'm focused on owning companies that can sustainably grow earnings by double digits over the long term, which paid off in a strong up market. Shares of automaker Tesla Motors soared when the company ramped up production faster than expected, helping the company move into profitability much earlier than investors anticipated. Another top relative contributor was Green Mountain Coffee Roasters. During the past year, a new CEO and an extension of the firm's partnership with Starbucks, helped sustain Green Mountain's growth rate, and the stock took off. On the flip side, an overweighting in Broadcom - a chipmaker in the wireless area - was the fund's biggest relative detractor this period. Most investors anticipated the company's next-generation wireless chip would launch in the next year, but production was delayed until late 2014, which hurt the stock. Apple was by far the largest absolute detractor and also hurt relative results. Shares of the tech giant declined after the firm delivered disappointing sales of its iPhone® 5 smartphone and competitors, such as Samsung Electronics, began to close the gap on their devices in terms of product features.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Blue Chip Growth	.74%
Actual		$ 1,000.00	$ 1,164.40	$ 3.97
Hypothetical^A		$ 1,000.00	$ 1,021.12	$ 3.71
Class K	.60%
Actual		$ 1,000.00	$ 1,165.00	$ 3.22
Hypothetical^A		$ 1,000.00	$ 1,021.82	$ 3.01
Class F	.55%
Actual		$ 1,000.00	$ 1,165.40	$ 2.95
Hypothetical^A		$ 1,000.00	$ 1,022.07	$ 2.76

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	5.1	5.9
Apple, Inc.	4.1	5.9
Gilead Sciences, Inc.	2.8	1.7
Home Depot, Inc.	1.9	1.8
Amazon.com, Inc.	1.8	2.1
QUALCOMM, Inc.	1.6	2.0
Amgen, Inc.	1.4	1.1
Visa, Inc. Class A	1.4	1.3
Starbucks Corp.	1.4	1.2
United Technologies Corp.	1.4	1.3
	22.9
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	28.5	31.9
Consumer Discretionary	23.0	20.9
Health Care	14.7	10.5
Consumer Staples	13.2	15.2
Industrials	10.7	10.9

Asset Allocation (% of fund's net assets)
As of July 31, 2013*			As of January 31, 2013**
	Stocks 99.7%			Stocks 99.9%
	Short-Term Investments and Net Other Assets (Liabilities) 0.3%			Short-Term Investments and Net Other Assets (Liabilities) 0.1%
* Foreign investments		8.4%	** Foreign investments		9.5%

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Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 22.6%
Auto Components - 0.2%
Johnson Controls, Inc.	909,800		$ 36,583
The Goodyear Tire & Rubber Co. (a)	630,700		11,668
			48,251
Automobiles - 1.4%
Ford Motor Co.	2,494,100		42,100
General Motors Co. (a)	815,900		29,266
Tesla Motors, Inc. (a)(d)	1,573,964		211,352
			282,718
Distributors - 0.1%
LKQ Corp. (a)	945,500		24,649
Diversified Consumer Services - 0.4%
H&R Block, Inc.	2,158,700		67,848
Kroton Educacional SA	1,180,000		16,810
			84,658
Hotels, Restaurants & Leisure - 4.4%
Alsea S.A.B. de CV	2,981,200		8,146
Buffalo Wild Wings, Inc. (a)	331,100		34,295
Chipotle Mexican Grill, Inc. (a)	158,400		65,304
Dunkin' Brands Group, Inc.	773,500		33,415
Fiesta Restaurant Group, Inc. (a)	124,000		3,912
Jubilant Foodworks Ltd. (a)	288,917		5,344
Las Vegas Sands Corp.	2,356,700		130,962
Noodles & Co.	149,479		6,483
Panera Bread Co. Class A (a)	366,200		61,174
Penn National Gaming, Inc. (a)	550,300		27,509
Starbucks Corp.	3,987,600		284,077
Starwood Hotels & Resorts Worldwide, Inc.	561,000		37,110
Whitbread PLC	464,036		22,801
Wyndham Worldwide Corp.	491,627		30,628
Yum! Brands, Inc.	1,716,600		125,174
			876,334
Household Durables - 0.4%
Sony Corp. sponsored ADR	722,700		15,206
Whirlpool Corp.	479,678		64,248
			79,454
Internet & Catalog Retail - 2.9%
Amazon.com, Inc. (a)	1,195,900		360,229
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Netflix, Inc. (a)	148,800		$ 36,340
priceline.com, Inc. (a)	201,800		176,710
			573,279
Leisure Equipment & Products - 0.2%
Mattel, Inc.	985,200		41,408
Media - 2.8%
CBS Corp. Class B	865,900		45,754
Comcast Corp. Class A	6,029,400		271,805
DIRECTV (a)	421,200		26,649
DISH Network Corp. Class A	376,000		16,788
Fuji Media Holdings, Inc.	2,000		3,622
Sinclair Broadcast Group, Inc. Class A	331,300		9,346
Sirius XM Radio, Inc.	2,254,100		8,408
The Walt Disney Co.	879,500		56,860
Time Warner, Inc.	625,000		38,913
Twenty-First Century Fox, Inc. Class A	3,000,500		89,655
			567,800
Multiline Retail - 1.0%
Dollar General Corp. (a)	768,200		41,997
Dollar Tree, Inc. (a)	156,300		8,385
Macy's, Inc.	1,594,900		77,097
Target Corp.	975,200		69,483
			196,962
Specialty Retail - 5.8%
Abercrombie & Fitch Co. Class A	1,806,400		90,085
American Eagle Outfitters, Inc.	1,599,600		31,416
AutoZone, Inc. (a)	33,000		14,803
Best Buy Co., Inc.	2,509,100		75,499
CarMax, Inc. (a)	258,900		12,696
Home Depot, Inc.	4,733,300		374,073
L Brands, Inc.	1,724,700		96,187
Lowe's Companies, Inc.	3,379,400		150,654
Lumber Liquidators Holdings, Inc. (a)	272,200		26,354
Restoration Hardware Holdings, Inc.	136,400		9,114
Ross Stores, Inc.	1,935,300		130,575
TJX Companies, Inc.	2,452,180		127,611
Urban Outfitters, Inc. (a)	883,800		37,615
			1,176,682
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 3.0%
Arezzo Industria e Comercio SA	1,646,000		$ 25,671
Fifth & Pacific Companies, Inc. (a)	1,228,600		29,265
Fossil Group, Inc. (a)	509,819		56,029
lululemon athletica, Inc. (a)	741,380		51,578
Michael Kors Holdings Ltd. (a)	2,024,237		136,312
NIKE, Inc. Class B	1,712,800		107,769
Prada SpA	1,995,500		18,628
PVH Corp.	763,900		100,674
Ralph Lauren Corp.	65,500		11,925
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	902,700		60,598
Wolverine World Wide, Inc.	183,500		10,553
			609,002
TOTAL CONSUMER DISCRETIONARY			4,561,197
CONSUMER STAPLES - 13.2%
Beverages - 3.1%
Anheuser-Busch InBev SA NV ADR	695,000		66,518
Beam, Inc.	228,300		14,837
Monster Beverage Corp. (a)	1,360,600		82,983
PepsiCo, Inc.	2,227,300		186,069
SABMiller PLC	147,300		7,217
The Coca-Cola Co.	6,952,400		278,652
			636,276
Food & Staples Retailing - 2.8%
Costco Wholesale Corp.	1,409,300		165,297
CVS Caremark Corp.	3,050,600		187,581
Kroger Co.	1,485,100		58,320
Walgreen Co.	1,341,000		67,385
Whole Foods Market, Inc.	1,590,200		88,383
			566,966
Food Products - 3.0%
Archer Daniels Midland Co.	163,700		5,970
Associated British Foods PLC	592,900		17,534
Bunge Ltd.	483,600		36,758
Danone SA	658,200		52,013
Green Mountain Coffee Roasters, Inc. (a)(d)	3,513,464		271,169
Kellogg Co.	758,600		50,250
Kraft Foods Group, Inc.	536,900		30,378
Mead Johnson Nutrition Co. Class A	787,600		57,369
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Mondelez International, Inc.	1,737,400		$ 54,328
Unilever NV (NY Reg.)	620,500		24,826
			600,595
Household Products - 1.6%
Energizer Holdings, Inc.	251,500		25,603
Procter & Gamble Co.	3,373,400		270,884
Svenska Cellulosa AB (SCA) (B Shares)	811,700		21,481
			317,968
Personal Products - 0.6%
Herbalife Ltd.	1,778,391		116,485
Tobacco - 2.1%
Altria Group, Inc.	1,693,800		59,385
British American Tobacco PLC (United Kingdom)	146,800		7,831
Japan Tobacco, Inc.	528,000		18,470
Lorillard, Inc.	1,866,000		79,361
Philip Morris International, Inc.	2,885,900		257,365
			422,412
TOTAL CONSUMER STAPLES			2,660,702
ENERGY - 3.8%
Energy Equipment & Services - 0.9%
Cameron International Corp. (a)	402,500		23,868
Ensco PLC Class A	557,500		31,967
Halliburton Co.	2,651,300		119,812
National Oilwell Varco, Inc.	164,100		11,515
			187,162
Oil, Gas & Consumable Fuels - 2.9%
Anadarko Petroleum Corp.	1,352,100		119,688
Apache Corp.	204,500		16,411
Cabot Oil & Gas Corp.	277,300		21,025
Canadian Natural Resources Ltd.	1,495,600		46,349
Cobalt International Energy, Inc. (a)	654,900		18,894
Continental Resources, Inc. (a)	394,200		36,385
EOG Resources, Inc.	367,800		53,511
EQT Corp.	204,400		17,681
Hess Corp.	609,500		45,383
Occidental Petroleum Corp.	909,000		80,946
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pioneer Natural Resources Co.	626,800		$ 97,004
Western Gas Equity Partners LP	594,900		23,403
			576,680
TOTAL ENERGY			763,842
FINANCIALS - 4.0%
Capital Markets - 0.9%
BlackRock, Inc. Class A	271,700		76,609
Invesco Ltd.	867,000		27,909
Monex Group, Inc.	50,266		20,330
Morgan Stanley	1,780,812		48,456
State Street Corp.	114,000		7,942
Virtus Investment Partners, Inc. (a)	44,000		8,206
			189,452
Consumer Finance - 0.4%
American Express Co.	964,000		71,114
Diversified Financial Services - 2.2%
Bank of America Corp.	6,660,300		97,240
Citigroup, Inc.	4,157,520		216,773
CME Group, Inc.	85,800		6,347
IntercontinentalExchange, Inc. (a)	45,300		8,265
JPMorgan Chase & Co.	2,181,100		121,553
			450,178
Insurance - 0.3%
Berkshire Hathaway, Inc. Class B (a)	265,800		30,798
MetLife, Inc.	511,600		24,772
			55,570
Real Estate Investment Trusts - 0.1%
Simon Property Group, Inc.	71,400		11,428
Real Estate Management & Development - 0.1%
Altisource Portfolio Solutions SA	50,000		6,166
Howard Hughes Corp. (a)	80,200		8,759
Parsvnath Developers Ltd. (a)(e)	21,771,340		10,232
			25,157
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd. (a)	448,663		5,901
TOTAL FINANCIALS			808,800
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 14.7%
Biotechnology - 8.9%
Acorda Therapeutics, Inc. (a)	116,000		$ 4,405
Agios Pharmaceuticals, Inc.	145,017		4,229
Alexion Pharmaceuticals, Inc. (a)	700,000		81,361
Alkermes PLC (a)	1,017,100		34,154
Alnylam Pharmaceuticals, Inc. (a)	693,263		32,008
Amgen, Inc.	2,680,400		290,261
ARIAD Pharmaceuticals, Inc. (a)	1,781,860		33,107
Biogen Idec, Inc. (a)	1,125,700		245,549
BioMarin Pharmaceutical, Inc. (a)	288,700		18,664
Bluebird Bio, Inc.	122,116		3,801
Celgene Corp. (a)	614,700		90,275
Clovis Oncology, Inc. (a)	195,300		15,210
CSL Ltd.	66,241		3,934
Exelixis, Inc. (a)	3,668,800		18,601
Gilead Sciences, Inc. (a)	9,157,000		562,698
Grifols SA (d)	330,400		13,938
Grifols SA:
ADR	292,845		9,295
Class B	16,520		529
Infinity Pharmaceuticals, Inc. (a)	640,000		13,555
InterMune, Inc. (a)	2,356,200		36,545
Ironwood Pharmaceuticals, Inc. Class A (a)	473,000		5,790
Medivation, Inc. (a)	299,000		17,303
Merrimack Pharmaceuticals, Inc. (a)	2,407,858		11,510
Onyx Pharmaceuticals, Inc. (a)	400,500		52,586
Pharmacyclics, Inc. (a)	44,300		4,812
Regeneron Pharmaceuticals, Inc. (a)	438,669		118,467
Seattle Genetics, Inc. (a)	239,900		9,721
Synageva BioPharma Corp. (a)	180,700		8,692
Vertex Pharmaceuticals, Inc. (a)	639,160		51,005
			1,792,005
Health Care Equipment & Supplies - 0.9%
Accuray, Inc. (a)(d)	2,060,900		12,798
Baxter International, Inc.	185,400		13,542
Boston Scientific Corp. (a)	3,943,000		43,058
Insulet Corp. (a)	310,600		9,905
The Cooper Companies, Inc.	814,672		103,748
			183,051
Health Care Providers & Services - 1.1%
AmerisourceBergen Corp.	201,900		11,765
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Apollo Hospitals Enterprise Ltd.	936,371		$ 14,435
Catamaran Corp. (a)	343,600		18,098
Express Scripts Holding Co. (a)	2,370,900		155,412
HCA Holdings, Inc.	622,300		24,270
MEDNAX, Inc. (a)	42,000		4,092
Qualicorp SA (a)	1,151,000		8,426
			236,498
Health Care Technology - 0.3%
athenahealth, Inc. (a)(d)	154,575		17,305
Cerner Corp. (a)	893,800		43,796
			61,101
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	697,300		55,658
Lonza Group AG	58,001		4,462
			60,120
Pharmaceuticals - 3.2%
AbbVie, Inc.	1,346,600		61,243
Actavis, Inc. (a)	732,100		98,299
Allergan, Inc.	346,000		31,528
AVANIR Pharmaceuticals Class A (a)(d)	2,885,556		13,591
Bristol-Myers Squibb Co.	663,800		28,703
Endo Health Solutions, Inc. (a)	720,068		27,694
Johnson & Johnson	1,181,540		110,474
Merck & Co., Inc.	642,100		30,930
Perrigo Co.	139,400		17,340
Questcor Pharmaceuticals, Inc.	608,852		40,683
Sanofi SA sponsored ADR	416,000		21,416
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,492,400		138,473
Warner Chilcott PLC	1,240,800		26,441
			646,815
TOTAL HEALTH CARE			2,979,590
INDUSTRIALS - 10.7%
Aerospace & Defense - 3.0%
Honeywell International, Inc.	1,207,200		100,173
Precision Castparts Corp.	596,000		132,145
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
The Boeing Co.	862,500		$ 90,649
United Technologies Corp.	2,672,600		282,146
			605,113
Air Freight & Logistics - 0.6%
FedEx Corp.	125,830		13,338
United Parcel Service, Inc. Class B	1,236,200		107,302
			120,640
Airlines - 0.9%
Copa Holdings SA Class A	84,900		11,816
Delta Air Lines, Inc.	2,096,800		44,515
Spirit Airlines, Inc. (a)	1,237,100		40,886
U.S. Airways Group, Inc. (a)	2,300,900		44,522
United Continental Holdings, Inc. (a)	898,400		31,309
			173,048
Building Products - 0.3%
A.O. Smith Corp.	151,000		6,239
Fortune Brands Home & Security, Inc.	348,500		14,397
Masco Corp.	1,904,100		39,072
			59,708
Construction & Engineering - 0.1%
Quanta Services, Inc. (a)	758,300		20,330
Electrical Equipment - 0.6%
Eaton Corp. PLC	1,620,100		111,706
Industrial Conglomerates - 1.0%
Danaher Corp.	2,848,300		191,805
General Electric Co.	733,900		17,885
			209,690
Machinery - 1.8%
Caterpillar, Inc.	732,900		60,765
Cummins, Inc.	1,356,000		164,334
Ingersoll-Rand PLC	1,204,000		73,504
ITT Corp.	473,900		14,805
Manitowoc Co., Inc.	1,186,800		24,365
PACCAR, Inc.	269,200		15,148
Snap-On, Inc.	87,500		8,299
			361,220
Professional Services - 0.6%
Manpower, Inc.	1,650,800		110,389
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Towers Watson & Co.	171,500		$ 14,445
Verisk Analytics, Inc. (a)	61,900		3,984
			128,818
Road & Rail - 1.6%
Canadian Pacific Railway Ltd.	537,600		66,018
Con-way, Inc.	431,200		17,873
Hertz Global Holdings, Inc. (a)	3,815,600		97,718
Union Pacific Corp.	840,800		133,342
			314,951
Trading Companies & Distributors - 0.2%
Mills Estruturas e Servicos de Engenharia SA	827,400		10,336
W.W. Grainger, Inc.	55,200		14,470
WESCO International, Inc. (a)	305,300		23,136
			47,942
TOTAL INDUSTRIALS			2,153,166
INFORMATION TECHNOLOGY - 28.5%
Communications Equipment - 2.5%
Aruba Networks, Inc. (a)	534,200		9,498
Cisco Systems, Inc.	2,047,800		52,321
F5 Networks, Inc. (a)	631,600		55,429
Juniper Networks, Inc. (a)	2,603,100		56,409
QUALCOMM, Inc.	5,070,600		327,307
			500,964
Computers & Peripherals - 5.9%
Apple, Inc.	1,835,600		830,609
EMC Corp.	5,267,100		137,735
Fusion-io, Inc. (a)	807,522		11,644
Hewlett-Packard Co.	2,539,700		65,219
NCR Corp. (a)	3,286,157		118,302
SanDisk Corp.	371,800		20,494
Stratasys Ltd. (a)	46,600		4,131
			1,188,134
Electronic Equipment & Components - 0.1%
InvenSense, Inc. (a)	535,400		9,466
Neonode, Inc. (a)	613,800		4,782
			14,248
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 8.2%
Baidu.com, Inc. sponsored ADR (a)	115,900		$ 15,335
Cornerstone OnDemand, Inc. (a)	149,200		6,571
Dropbox, Inc. (a)(f)	1,003,814		10,038
eBay, Inc. (a)	1,220,300		63,077
Facebook, Inc. Class A (a)	7,472,367		275,207
Google, Inc. Class A (a)	1,150,067		1,020,805
LinkedIn Corp. (a)	357,000		72,753
Marketo, Inc.	285,851		8,984
Rackspace Hosting, Inc. (a)	972,100		44,026
Trulia, Inc.	161,200		6,006
WebMD Health Corp. (a)	639,700		21,116
Yahoo!, Inc. (a)	3,808,900		106,992
Yelp, Inc. (a)(d)	110,200		4,606
			1,655,516
IT Services - 3.7%
Cognizant Technology Solutions Corp. Class A (a)	1,700,800		123,121
FleetCor Technologies, Inc. (a)	118,000		10,593
MasterCard, Inc. Class A	446,600		272,698
The Western Union Co.	1,974,600		35,464
Unisys Corp. (a)	359,124		9,316
Visa, Inc. Class A	1,610,700		285,110
			736,302
Semiconductors & Semiconductor Equipment - 3.2%
Advanced Micro Devices, Inc. (a)(d)	9,424,400		35,530
Altera Corp.	1,583,400		56,306
Applied Materials, Inc.	3,982,200		64,950
Atmel Corp. (a)	1,086,600		8,584
Avago Technologies Ltd.	1,028,900		37,740
Broadcom Corp. Class A	6,478,600		178,615
Cree, Inc. (a)	638,500		44,631
First Solar, Inc. (a)	338,700		16,678
Lam Research Corp. (a)	164,000		8,072
Monolithic Power Systems, Inc.	437,600		11,456
NVIDIA Corp.	1,099,200		15,861
NXP Semiconductors NV (a)	4,948,135		161,557
PMC-Sierra, Inc. (a)	2,192,700		14,483
			654,463
Software - 4.9%
Activision Blizzard, Inc.	6,149,700		110,572
Adobe Systems, Inc. (a)	731,300		34,576
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Electronic Arts, Inc. (a)	4,007,996		$ 104,689
FleetMatics Group PLC	187,100		7,046
Guidewire Software, Inc. (a)	248,300		10,866
Intuit, Inc.	127,200		8,131
Linx SA	124,800		2,067
Microsoft Corp.	3,990,689		127,024
Oracle Corp.	3,956,200		127,983
QLIK Technologies, Inc. (a)	696,663		21,819
Red Hat, Inc. (a)	1,463,400		75,760
salesforce.com, Inc. (a)	4,973,660		217,598
ServiceNow, Inc. (a)	522,500		22,771
Splunk, Inc. (a)	196,000		9,802
Tableau Software, Inc.	50,600		2,803
Take-Two Interactive Software, Inc. (a)	1,200,800		21,050
Ubisoft Entertainment SA (a)	881,104		13,445
VMware, Inc. Class A (a)	409,600		33,665
Workday, Inc. Class A (d)	648,700		44,300
			995,967
TOTAL INFORMATION TECHNOLOGY			5,745,594
MATERIALS - 1.7%
Chemicals - 1.6%
Eastman Chemical Co.	1,196,200		96,210
LyondellBasell Industries NV Class A	320,800		22,042
Mexichem S.A.B. de CV	3,322,800		15,549
Monsanto Co.	1,900,300		187,712
			321,513
Metals & Mining - 0.1%
Freeport-McMoRan Copper & Gold, Inc.	702,100		19,855
TOTAL MATERIALS			341,368
TELECOMMUNICATION SERVICES - 0.1%
Diversified Telecommunication Services - 0.1%
Jazztel PLC (a)	504,600		4,578
Verizon Communications, Inc.	383,700		18,985
			23,563
TOTAL COMMON STOCKS (Cost $13,457,469)		20,037,822
Preferred Stocks - 0.4%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Leisure Equipment & Products - 0.0%
NJOY, Inc. Series C (f)	607,766		$ 4,913
Nonconvertible Preferred Stocks - 0.4%
CONSUMER DISCRETIONARY - 0.4%
Automobiles - 0.4%
Volkswagen AG	338,600		80,474
TOTAL PREFERRED STOCKS (Cost $40,585)		85,387
Money Market Funds - 2.9%

Fidelity Cash Central Fund, 0.11% (b)	65,572,089		65,572
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	529,104,648		529,105
TOTAL MONEY MARKET FUNDS (Cost $594,677)		594,677
TOTAL INVESTMENT PORTFOLIO - 102.6% (Cost $14,092,731)			20,717,886
NET OTHER ASSETS (LIABILITIES) - (2.6)%			(534,684)
NET ASSETS - 100%		$ 20,183,202

Legend

(a) Non-income producing

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

(e) Affiliated company

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Dropbox, Inc.	5/2/12	$ 9,084
NJOY, Inc. Series C	6/7/13	$ 4,913

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	$ 44
Fidelity Securities Lending Cash Central Fund	10,642
Total	$ 10,686

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 15,302	$ -	$ -	$ -	$ 10,232
Total	$ 15,302	$ -	$ -	$ -	$ 10,232

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 4,646,584	$ 4,641,671	$ -	$ 4,913
Consumer Staples	2,660,702	2,652,871	7,831	-
Energy	763,842	763,842	-	-
Financials	808,800	808,800	-	-
Health Care	2,979,590	2,979,590	-	-
Industrials	2,153,166	2,153,166	-	-
Information Technology	5,745,594	5,735,556	-	10,038
Materials	341,368	341,368	-	-
Telecommunication Services	23,563	23,563	-	-
Money Market Funds	594,677	594,677	-	-
Total Investments in Securities:	$ 20,717,886	$ 20,695,104	$ 7,831	$ 14,951

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

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

Assets
Investment in securities, at value (including securities loaned of $525,836) - See accompanying schedule: Unaffiliated issuers (cost $13,467,203)	$ 20,112,977
Fidelity Central Funds (cost $594,677)	594,677
Other affiliated issuers (cost $30,851)	10,232
Total Investments (cost $14,092,731)		$ 20,717,886
Cash		159
Receivable for investments sold		173,967
Receivable for fund shares sold		16,793
Dividends receivable		7,381
Distributions receivable from Fidelity Central Funds		137
Other receivables		751
Total assets		20,917,074

Liabilities
Payable for investments purchased	$ 160,438
Payable for fund shares redeemed	31,357
Accrued management fee	10,006
Other affiliated payables	2,227
Other payables and accrued expenses	739
Collateral on securities loaned, at value	529,105
Total liabilities		733,872

Net Assets		$ 20,183,202
Net Assets consist of:
Paid in capital		$ 12,472,227
Undistributed net investment income		56,036
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,029,789
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		6,625,150
Net Assets		$ 20,183,202

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

Annual Report

Statement of Assets and Liabilities - continued

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

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($12,927,159 ÷ 216,718 shares)		$ 59.65

Class K: Net Asset Value, offering price and redemption price per share ($3,505,675 ÷ 58,679 shares)		$ 59.74

Class F: Net Asset Value, offering price and redemption price per share ($3,750,368 ÷ 62,706 shares)		$ 59.81

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended July 31, 2013

Investment Income
Dividends		$ 247,142
Interest		1
Income from Fidelity Central Funds		10,686
Total income		257,829

Expenses
Management fee Basic fee	$ 95,910
Performance adjustment	(1,291)
Transfer agent fees	23,729
Accounting and security lending fees	1,648
Custodian fees and expenses	400
Independent trustees' compensation	108
Registration fees	151
Audit	107
Legal	56
Interest	8
Miscellaneous	149
Total expenses before reductions	120,975
Expense reductions	(2,236)	118,739
Net investment income (loss)		139,090
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,392,819
Foreign currency transactions	(800)
Total net realized gain (loss)		1,392,019
Change in net unrealized appreciation (depreciation) on: Investment securities	2,900,644
Assets and liabilities in foreign currencies	23
Total change in net unrealized appreciation (depreciation)		2,900,667
Net gain (loss)		4,292,686
Net increase (decrease) in net assets resulting from operations		$ 4,431,776

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 139,090	$ 35,383
Net realized gain (loss)	1,392,019	(37,431)
Change in net unrealized appreciation (depreciation)	2,900,667	271,789
Net increase (decrease) in net assets resulting from operations	4,431,776	269,741
Distributions to shareholders from net investment income	(85,342)	(15,666)
Distributions to shareholders from net realized gain	(230,904)	(480,841)
Total distributions	(316,246)	(496,507)
Share transactions - net increase (decrease)	1,247,958	656,032
Total increase (decrease) in net assets	5,363,488	429,266

Net Assets
Beginning of period	14,819,714	14,390,448
End of period (including undistributed net investment income of $56,036 and undistributed net investment income of $10,385, respectively)	$ 20,183,202	$ 14,819,714

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Income from Investment Operations
Net investment income (loss) ^B	.39	.10	(.03)	.04	.27
Net realized and unrealized gain (loss)	12.79	.75	10.61	5.80	(6.36)
Total from investment operations	13.18	.85	10.58	5.84	(6.09)
Distributions from net investment income	(.23)	(.04)	(.00) ^{E, G}	(.18)	(.29)
Distributions from net realized gain	(.68)	(1.60)	(.04) ^E	-	(.71)
Total distributions	(.91)	(1.64)	(.04)	(.18)	(1.00)
Net asset value, end of period	$ 59.65	$ 47.38	$ 48.17	$ 37.63	$ 31.97
Total Return ^A	28.25%	2.27%	28.12%	18.29%	(15.85)%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.76%	.90%	.94%	.94%	.76%
Expenses net of fee waivers, if any	.76%	.90%	.94%	.94%	.76%
Expenses net of all reductions	.74%	.89%	.92%	.93%	.76%
Net investment income (loss)	.75%	.21%	(.06)%	.10%	.93%
Supplemental Data
Net assets, end of period (in millions)	$ 12,927	$ 10,595	$ 12,024	$ 10,295	$ 9,691
Portfolio turnover rate ^D	75%	95%	132%	135%	134%

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

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

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

^E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Income from Investment Operations
Net investment income (loss) ^C	.47	.17	.05	.11	.32
Net realized and unrealized gain (loss)	12.79	.75	10.62	5.79	(6.33)
Total from investment operations	13.26	.92	10.67	5.90	(6.01)
Distributions from net investment income	(.30)	(.08)	(.05) ^F	(.25)	(.34)
Distributions from net realized gain	(.68)	(1.60)	(.07) ^F	-	(.71)
Total distributions	(.98)	(1.67) ^H	(.12)	(.25)	(1.05)
Net asset value, end of period	$ 59.74	$ 47.46	$ 48.21	$ 37.66	$ 32.01
Total Return ^{A, B}	28.42%	2.43%	28.37%	18.48%	(15.61)%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	.61%	.74%	.77%	.75%	.53%
Expenses net of fee waivers, if any	.61%	.74%	.77%	.75%	.53%
Expenses net of all reductions	.60%	.73%	.76%	.74%	.52%
Net investment income (loss)	.89%	.37%	.11%	.30%	1.16%
Supplemental Data
Net assets, end of period (in millions)	$ 3,506	$ 2,467	$ 1,455	$ 932	$ 591
Portfolio turnover rate ^E	75%	95%	132%	135%	134%

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

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

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

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

^F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^H Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share.

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.51	$ 48.24	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.50	.19	.07	.13	- ^J
Net realized and unrealized gain (loss)	12.81	.76	10.61	5.80	2.82
Total from investment operations	13.31	.95	10.68	5.93	2.82
Distributions from net investment income	(.33)	(.08)	(.06) ^H	(.22)	-
Distributions from net realized gain	(.68)	(1.60)	(.08) ^H	-	-
Total distributions	(1.01)	(1.68)	(.13) ^K	(.22)	-
Net asset value, end of period	$ 59.81	$ 47.51	$ 48.24	$ 37.69	$ 31.98
Total Return ^{B, C}	28.49%	2.49%	28.41%	18.59%	9.67%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.56%	.69%	.72%	.70%	.51% ^A
Expenses net of fee waivers, if any	.56%	.69%	.72%	.70%	.51% ^A
Expenses net of all reductions	.55%	.68%	.71%	.68%	.51% ^A
Net investment income (loss)	.94%	.42%	.16%	.35%	(.05)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,750,368	$ 1,756,916	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate ^F	75%	95%	132%	135%	134%

^A Annualized

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

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

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

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

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

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

^K Total distributions of $.13 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.076 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2013

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications. In addition,

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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

Gross unrealized appreciation	$ 6,725,212
Gross unrealized depreciation	(141,260)
Net unrealized appreciation (depreciation) on securities and other investments	$ 6,583,952

Tax Cost	$ 14,133,934

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

Undistributed ordinary income	$ 130,879
Undistributed long-term capital gain	$ 996,747
Net unrealized appreciation (depreciation)	$ 6,583,947

The tax character of distributions paid was as follows:

	July 31, 2013	July 31, 2012
Ordinary Income	$ 85,342	$ 15,666
Long-term Capital Gains	230,904	480,841
Total	$ 316,246	$ 496,507

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $13,939,479 and $12,907,588, respectively.

5. Fees and Other Transactions with Affiliates.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Blue Chip Growth. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Blue Chip Growth	$ 22,289	.19
Class K	1,440	.05
	$ 23,729

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5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 12,940	.41%	$ 8

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $39 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2013	2012
From net investment income
Blue Chip Growth	$ 51,844	$ 10,644
Class K	16,348	2,860
Class F	17,150	2,162
Total	$ 85,342	$ 15,666
From net realized gain
Blue Chip Growth	$ 155,106	$ 397,250
Class K	36,829	51,295
Class F	38,969	32,296
Total	$ 230,904	$ 480,841

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Blue Chip Growth
Shares sold	41,304 ^A	42,825	$ 2,121,491 ^A	$ 1,970,082
Reinvestment of distributions	4,171	9,668	202,506	399,689
Shares redeemed	(52,364)	(78,498)	(2,708,546)	(3,530,347)
Net increase (decrease)	(6,889)	(26,005)	$ (384,549)	$ (1,160,576)
Class K
Shares sold	17,299	29,866	$ 899,333	$ 1,366,770
Reinvestment of distributions	1,092	1,309	53,178	54,155
Shares redeemed	(11,703)	(9,363)	(608,221)	(426,597)
Net increase (decrease)	6,688	21,812	$ 344,290	$ 994,328
Class F
Shares sold	28,168 ^A	19,170	$ 1,424,726 ^A	$ 873,960
Reinvestment of distributions	1,153	832	56,119	34,458
Shares redeemed	(3,595)	(1,918)	(192,628)	(86,138)
Net increase (decrease)	25,726	18,084	$ 1,288,217	$ 822,280

^A Amount includes in-kind exchanges (See Note 5: Exchanges In-Kind)

11. Other.

At the end of the period, the Fidelity Freedom Funds and Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 33% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Growth Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 11, 2013

Annual Report

Trustees and Officers

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 of the trust and the funds (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board 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.

Annual Report

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

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

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Trustees and Officers - continued

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
	Year of Election or Appointment: 2011 Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Annual Report

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (1969)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2008-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (1965)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Vice President of other Fidelity funds (2013-present), Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds (2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (1968)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (1969)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (1968)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (1958)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (1968)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Joseph F. Zambello (1957)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (1967)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present), Deputy Treasurer (2008-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (1971)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
	Year of Election or Appointment: 2013 Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Deputy Treasurer of other Fidelity funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Stephanie J. Dorsey (1969)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer (2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Gary W. Ryan (1958)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (1968)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

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

	Pay Date	Record Date	Dividends	Capital Gains
Class F	09/09/13	09/06/13	$0.210	$3.176

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2013, $1,227,651,246, or, if subsequently determined to be different, the net capital gain of such year.

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

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

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Blue Chip Growth Fund

bbb1033834

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Blue Chip Growth Fund

bbb1033836

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

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

BCF-F-ANN-0913
1.891663.104

Fidelity®

Blue Chip Growth

Fund -
Class K

Annual Report

July 31, 2013

(Fidelity Cover Art)

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Past 10 years
Class K^A	28.42%	11.04%	7.98%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund - Class K on July 31, 2003. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

bbb1033849

Annual Report

Management's Discussion of Fund Performance

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Class K shares advanced 28.42%, compared with 21.64% for the Russell 1000® Growth Index. I'm focused on owning companies that can sustainably grow earnings by double digits over the long term, which paid off in a strong up market. Shares of automaker Tesla Motors soared when the company ramped up production faster than expected, helping the company move into profitability much earlier than investors anticipated. Another top relative contributor was Green Mountain Coffee Roasters. During the past year, a new CEO, along with an extension of the firm's partnership with Starbucks, helped sustain Green Mountain's growth rate, and the stock took off. On the flip side, an overweighting in Broadcom - a chipmaker in the wireless area - was the fund's biggest relative detractor this period. Most investors anticipated the company's next-generation wireless chip would launch in the next year, but production was delayed until late 2014, which hurt the stock. Apple was by far the largest absolute detractor and also hurt relative results. Shares of the tech giant declined after the firm delivered disappointing sales of its iPhone® 5 smartphone and competitors, such as Samsung Electronics, began to close the gap on their devices in terms of product features.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Blue Chip Growth	.74%
Actual		$ 1,000.00	$ 1,164.40	$ 3.97
Hypothetical^A		$ 1,000.00	$ 1,021.12	$ 3.71
Class K	.60%
Actual		$ 1,000.00	$ 1,165.00	$ 3.22
Hypothetical^A		$ 1,000.00	$ 1,021.82	$ 3.01
Class F	.55%
Actual		$ 1,000.00	$ 1,165.40	$ 2.95
Hypothetical^A		$ 1,000.00	$ 1,022.07	$ 2.76

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	5.1	5.9
Apple, Inc.	4.1	5.9
Gilead Sciences, Inc.	2.8	1.7
Home Depot, Inc.	1.9	1.8
Amazon.com, Inc.	1.8	2.1
QUALCOMM, Inc.	1.6	2.0
Amgen, Inc.	1.4	1.1
Visa, Inc. Class A	1.4	1.3
Starbucks Corp.	1.4	1.2
United Technologies Corp.	1.4	1.3
	22.9
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	28.5	31.9
Consumer Discretionary	23.0	20.9
Health Care	14.7	10.5
Consumer Staples	13.2	15.2
Industrials	10.7	10.9

Asset Allocation (% of fund's net assets)
As of July 31, 2013*			As of January 31, 2013**
	Stocks 99.7%			Stocks 99.9%
	Short-Term Investments and Net Other Assets (Liabilities) 0.3%			Short-Term Investments and Net Other Assets (Liabilities) 0.1%
* Foreign investments		8.4%	** Foreign investments		9.5%

bbb1033855

Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 22.6%
Auto Components - 0.2%
Johnson Controls, Inc.	909,800		$ 36,583
The Goodyear Tire & Rubber Co. (a)	630,700		11,668
			48,251
Automobiles - 1.4%
Ford Motor Co.	2,494,100		42,100
General Motors Co. (a)	815,900		29,266
Tesla Motors, Inc. (a)(d)	1,573,964		211,352
			282,718
Distributors - 0.1%
LKQ Corp. (a)	945,500		24,649
Diversified Consumer Services - 0.4%
H&R Block, Inc.	2,158,700		67,848
Kroton Educacional SA	1,180,000		16,810
			84,658
Hotels, Restaurants & Leisure - 4.4%
Alsea S.A.B. de CV	2,981,200		8,146
Buffalo Wild Wings, Inc. (a)	331,100		34,295
Chipotle Mexican Grill, Inc. (a)	158,400		65,304
Dunkin' Brands Group, Inc.	773,500		33,415
Fiesta Restaurant Group, Inc. (a)	124,000		3,912
Jubilant Foodworks Ltd. (a)	288,917		5,344
Las Vegas Sands Corp.	2,356,700		130,962
Noodles & Co.	149,479		6,483
Panera Bread Co. Class A (a)	366,200		61,174
Penn National Gaming, Inc. (a)	550,300		27,509
Starbucks Corp.	3,987,600		284,077
Starwood Hotels & Resorts Worldwide, Inc.	561,000		37,110
Whitbread PLC	464,036		22,801
Wyndham Worldwide Corp.	491,627		30,628
Yum! Brands, Inc.	1,716,600		125,174
			876,334
Household Durables - 0.4%
Sony Corp. sponsored ADR	722,700		15,206
Whirlpool Corp.	479,678		64,248
			79,454
Internet & Catalog Retail - 2.9%
Amazon.com, Inc. (a)	1,195,900		360,229
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Netflix, Inc. (a)	148,800		$ 36,340
priceline.com, Inc. (a)	201,800		176,710
			573,279
Leisure Equipment & Products - 0.2%
Mattel, Inc.	985,200		41,408
Media - 2.8%
CBS Corp. Class B	865,900		45,754
Comcast Corp. Class A	6,029,400		271,805
DIRECTV (a)	421,200		26,649
DISH Network Corp. Class A	376,000		16,788
Fuji Media Holdings, Inc.	2,000		3,622
Sinclair Broadcast Group, Inc. Class A	331,300		9,346
Sirius XM Radio, Inc.	2,254,100		8,408
The Walt Disney Co.	879,500		56,860
Time Warner, Inc.	625,000		38,913
Twenty-First Century Fox, Inc. Class A	3,000,500		89,655
			567,800
Multiline Retail - 1.0%
Dollar General Corp. (a)	768,200		41,997
Dollar Tree, Inc. (a)	156,300		8,385
Macy's, Inc.	1,594,900		77,097
Target Corp.	975,200		69,483
			196,962
Specialty Retail - 5.8%
Abercrombie & Fitch Co. Class A	1,806,400		90,085
American Eagle Outfitters, Inc.	1,599,600		31,416
AutoZone, Inc. (a)	33,000		14,803
Best Buy Co., Inc.	2,509,100		75,499
CarMax, Inc. (a)	258,900		12,696
Home Depot, Inc.	4,733,300		374,073
L Brands, Inc.	1,724,700		96,187
Lowe's Companies, Inc.	3,379,400		150,654
Lumber Liquidators Holdings, Inc. (a)	272,200		26,354
Restoration Hardware Holdings, Inc.	136,400		9,114
Ross Stores, Inc.	1,935,300		130,575
TJX Companies, Inc.	2,452,180		127,611
Urban Outfitters, Inc. (a)	883,800		37,615
			1,176,682
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 3.0%
Arezzo Industria e Comercio SA	1,646,000		$ 25,671
Fifth & Pacific Companies, Inc. (a)	1,228,600		29,265
Fossil Group, Inc. (a)	509,819		56,029
lululemon athletica, Inc. (a)	741,380		51,578
Michael Kors Holdings Ltd. (a)	2,024,237		136,312
NIKE, Inc. Class B	1,712,800		107,769
Prada SpA	1,995,500		18,628
PVH Corp.	763,900		100,674
Ralph Lauren Corp.	65,500		11,925
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	902,700		60,598
Wolverine World Wide, Inc.	183,500		10,553
			609,002
TOTAL CONSUMER DISCRETIONARY			4,561,197
CONSUMER STAPLES - 13.2%
Beverages - 3.1%
Anheuser-Busch InBev SA NV ADR	695,000		66,518
Beam, Inc.	228,300		14,837
Monster Beverage Corp. (a)	1,360,600		82,983
PepsiCo, Inc.	2,227,300		186,069
SABMiller PLC	147,300		7,217
The Coca-Cola Co.	6,952,400		278,652
			636,276
Food & Staples Retailing - 2.8%
Costco Wholesale Corp.	1,409,300		165,297
CVS Caremark Corp.	3,050,600		187,581
Kroger Co.	1,485,100		58,320
Walgreen Co.	1,341,000		67,385
Whole Foods Market, Inc.	1,590,200		88,383
			566,966
Food Products - 3.0%
Archer Daniels Midland Co.	163,700		5,970
Associated British Foods PLC	592,900		17,534
Bunge Ltd.	483,600		36,758
Danone SA	658,200		52,013
Green Mountain Coffee Roasters, Inc. (a)(d)	3,513,464		271,169
Kellogg Co.	758,600		50,250
Kraft Foods Group, Inc.	536,900		30,378
Mead Johnson Nutrition Co. Class A	787,600		57,369
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Mondelez International, Inc.	1,737,400		$ 54,328
Unilever NV (NY Reg.)	620,500		24,826
			600,595
Household Products - 1.6%
Energizer Holdings, Inc.	251,500		25,603
Procter & Gamble Co.	3,373,400		270,884
Svenska Cellulosa AB (SCA) (B Shares)	811,700		21,481
			317,968
Personal Products - 0.6%
Herbalife Ltd.	1,778,391		116,485
Tobacco - 2.1%
Altria Group, Inc.	1,693,800		59,385
British American Tobacco PLC (United Kingdom)	146,800		7,831
Japan Tobacco, Inc.	528,000		18,470
Lorillard, Inc.	1,866,000		79,361
Philip Morris International, Inc.	2,885,900		257,365
			422,412
TOTAL CONSUMER STAPLES			2,660,702
ENERGY - 3.8%
Energy Equipment & Services - 0.9%
Cameron International Corp. (a)	402,500		23,868
Ensco PLC Class A	557,500		31,967
Halliburton Co.	2,651,300		119,812
National Oilwell Varco, Inc.	164,100		11,515
			187,162
Oil, Gas & Consumable Fuels - 2.9%
Anadarko Petroleum Corp.	1,352,100		119,688
Apache Corp.	204,500		16,411
Cabot Oil & Gas Corp.	277,300		21,025
Canadian Natural Resources Ltd.	1,495,600		46,349
Cobalt International Energy, Inc. (a)	654,900		18,894
Continental Resources, Inc. (a)	394,200		36,385
EOG Resources, Inc.	367,800		53,511
EQT Corp.	204,400		17,681
Hess Corp.	609,500		45,383
Occidental Petroleum Corp.	909,000		80,946
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Pioneer Natural Resources Co.	626,800		$ 97,004
Western Gas Equity Partners LP	594,900		23,403
			576,680
TOTAL ENERGY			763,842
FINANCIALS - 4.0%
Capital Markets - 0.9%
BlackRock, Inc. Class A	271,700		76,609
Invesco Ltd.	867,000		27,909
Monex Group, Inc.	50,266		20,330
Morgan Stanley	1,780,812		48,456
State Street Corp.	114,000		7,942
Virtus Investment Partners, Inc. (a)	44,000		8,206
			189,452
Consumer Finance - 0.4%
American Express Co.	964,000		71,114
Diversified Financial Services - 2.2%
Bank of America Corp.	6,660,300		97,240
Citigroup, Inc.	4,157,520		216,773
CME Group, Inc.	85,800		6,347
IntercontinentalExchange, Inc. (a)	45,300		8,265
JPMorgan Chase & Co.	2,181,100		121,553
			450,178
Insurance - 0.3%
Berkshire Hathaway, Inc. Class B (a)	265,800		30,798
MetLife, Inc.	511,600		24,772
			55,570
Real Estate Investment Trusts - 0.1%
Simon Property Group, Inc.	71,400		11,428
Real Estate Management & Development - 0.1%
Altisource Portfolio Solutions SA	50,000		6,166
Howard Hughes Corp. (a)	80,200		8,759
Parsvnath Developers Ltd. (a)(e)	21,771,340		10,232
			25,157
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd. (a)	448,663		5,901
TOTAL FINANCIALS			808,800
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 14.7%
Biotechnology - 8.9%
Acorda Therapeutics, Inc. (a)	116,000		$ 4,405
Agios Pharmaceuticals, Inc.	145,017		4,229
Alexion Pharmaceuticals, Inc. (a)	700,000		81,361
Alkermes PLC (a)	1,017,100		34,154
Alnylam Pharmaceuticals, Inc. (a)	693,263		32,008
Amgen, Inc.	2,680,400		290,261
ARIAD Pharmaceuticals, Inc. (a)	1,781,860		33,107
Biogen Idec, Inc. (a)	1,125,700		245,549
BioMarin Pharmaceutical, Inc. (a)	288,700		18,664
Bluebird Bio, Inc.	122,116		3,801
Celgene Corp. (a)	614,700		90,275
Clovis Oncology, Inc. (a)	195,300		15,210
CSL Ltd.	66,241		3,934
Exelixis, Inc. (a)	3,668,800		18,601
Gilead Sciences, Inc. (a)	9,157,000		562,698
Grifols SA (d)	330,400		13,938
Grifols SA:
ADR	292,845		9,295
Class B	16,520		529
Infinity Pharmaceuticals, Inc. (a)	640,000		13,555
InterMune, Inc. (a)	2,356,200		36,545
Ironwood Pharmaceuticals, Inc. Class A (a)	473,000		5,790
Medivation, Inc. (a)	299,000		17,303
Merrimack Pharmaceuticals, Inc. (a)	2,407,858		11,510
Onyx Pharmaceuticals, Inc. (a)	400,500		52,586
Pharmacyclics, Inc. (a)	44,300		4,812
Regeneron Pharmaceuticals, Inc. (a)	438,669		118,467
Seattle Genetics, Inc. (a)	239,900		9,721
Synageva BioPharma Corp. (a)	180,700		8,692
Vertex Pharmaceuticals, Inc. (a)	639,160		51,005
			1,792,005
Health Care Equipment & Supplies - 0.9%
Accuray, Inc. (a)(d)	2,060,900		12,798
Baxter International, Inc.	185,400		13,542
Boston Scientific Corp. (a)	3,943,000		43,058
Insulet Corp. (a)	310,600		9,905
The Cooper Companies, Inc.	814,672		103,748
			183,051
Health Care Providers & Services - 1.1%
AmerisourceBergen Corp.	201,900		11,765
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Apollo Hospitals Enterprise Ltd.	936,371		$ 14,435
Catamaran Corp. (a)	343,600		18,098
Express Scripts Holding Co. (a)	2,370,900		155,412
HCA Holdings, Inc.	622,300		24,270
MEDNAX, Inc. (a)	42,000		4,092
Qualicorp SA (a)	1,151,000		8,426
			236,498
Health Care Technology - 0.3%
athenahealth, Inc. (a)(d)	154,575		17,305
Cerner Corp. (a)	893,800		43,796
			61,101
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	697,300		55,658
Lonza Group AG	58,001		4,462
			60,120
Pharmaceuticals - 3.2%
AbbVie, Inc.	1,346,600		61,243
Actavis, Inc. (a)	732,100		98,299
Allergan, Inc.	346,000		31,528
AVANIR Pharmaceuticals Class A (a)(d)	2,885,556		13,591
Bristol-Myers Squibb Co.	663,800		28,703
Endo Health Solutions, Inc. (a)	720,068		27,694
Johnson & Johnson	1,181,540		110,474
Merck & Co., Inc.	642,100		30,930
Perrigo Co.	139,400		17,340
Questcor Pharmaceuticals, Inc.	608,852		40,683
Sanofi SA sponsored ADR	416,000		21,416
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,492,400		138,473
Warner Chilcott PLC	1,240,800		26,441
			646,815
TOTAL HEALTH CARE			2,979,590
INDUSTRIALS - 10.7%
Aerospace & Defense - 3.0%
Honeywell International, Inc.	1,207,200		100,173
Precision Castparts Corp.	596,000		132,145
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
The Boeing Co.	862,500		$ 90,649
United Technologies Corp.	2,672,600		282,146
			605,113
Air Freight & Logistics - 0.6%
FedEx Corp.	125,830		13,338
United Parcel Service, Inc. Class B	1,236,200		107,302
			120,640
Airlines - 0.9%
Copa Holdings SA Class A	84,900		11,816
Delta Air Lines, Inc.	2,096,800		44,515
Spirit Airlines, Inc. (a)	1,237,100		40,886
U.S. Airways Group, Inc. (a)	2,300,900		44,522
United Continental Holdings, Inc. (a)	898,400		31,309
			173,048
Building Products - 0.3%
A.O. Smith Corp.	151,000		6,239
Fortune Brands Home & Security, Inc.	348,500		14,397
Masco Corp.	1,904,100		39,072
			59,708
Construction & Engineering - 0.1%
Quanta Services, Inc. (a)	758,300		20,330
Electrical Equipment - 0.6%
Eaton Corp. PLC	1,620,100		111,706
Industrial Conglomerates - 1.0%
Danaher Corp.	2,848,300		191,805
General Electric Co.	733,900		17,885
			209,690
Machinery - 1.8%
Caterpillar, Inc.	732,900		60,765
Cummins, Inc.	1,356,000		164,334
Ingersoll-Rand PLC	1,204,000		73,504
ITT Corp.	473,900		14,805
Manitowoc Co., Inc.	1,186,800		24,365
PACCAR, Inc.	269,200		15,148
Snap-On, Inc.	87,500		8,299
			361,220
Professional Services - 0.6%
Manpower, Inc.	1,650,800		110,389
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Towers Watson & Co.	171,500		$ 14,445
Verisk Analytics, Inc. (a)	61,900		3,984
			128,818
Road & Rail - 1.6%
Canadian Pacific Railway Ltd.	537,600		66,018
Con-way, Inc.	431,200		17,873
Hertz Global Holdings, Inc. (a)	3,815,600		97,718
Union Pacific Corp.	840,800		133,342
			314,951
Trading Companies & Distributors - 0.2%
Mills Estruturas e Servicos de Engenharia SA	827,400		10,336
W.W. Grainger, Inc.	55,200		14,470
WESCO International, Inc. (a)	305,300		23,136
			47,942
TOTAL INDUSTRIALS			2,153,166
INFORMATION TECHNOLOGY - 28.5%
Communications Equipment - 2.5%
Aruba Networks, Inc. (a)	534,200		9,498
Cisco Systems, Inc.	2,047,800		52,321
F5 Networks, Inc. (a)	631,600		55,429
Juniper Networks, Inc. (a)	2,603,100		56,409
QUALCOMM, Inc.	5,070,600		327,307
			500,964
Computers & Peripherals - 5.9%
Apple, Inc.	1,835,600		830,609
EMC Corp.	5,267,100		137,735
Fusion-io, Inc. (a)	807,522		11,644
Hewlett-Packard Co.	2,539,700		65,219
NCR Corp. (a)	3,286,157		118,302
SanDisk Corp.	371,800		20,494
Stratasys Ltd. (a)	46,600		4,131
			1,188,134
Electronic Equipment & Components - 0.1%
InvenSense, Inc. (a)	535,400		9,466
Neonode, Inc. (a)	613,800		4,782
			14,248
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 8.2%
Baidu.com, Inc. sponsored ADR (a)	115,900		$ 15,335
Cornerstone OnDemand, Inc. (a)	149,200		6,571
Dropbox, Inc. (a)(f)	1,003,814		10,038
eBay, Inc. (a)	1,220,300		63,077
Facebook, Inc. Class A (a)	7,472,367		275,207
Google, Inc. Class A (a)	1,150,067		1,020,805
LinkedIn Corp. (a)	357,000		72,753
Marketo, Inc.	285,851		8,984
Rackspace Hosting, Inc. (a)	972,100		44,026
Trulia, Inc.	161,200		6,006
WebMD Health Corp. (a)	639,700		21,116
Yahoo!, Inc. (a)	3,808,900		106,992
Yelp, Inc. (a)(d)	110,200		4,606
			1,655,516
IT Services - 3.7%
Cognizant Technology Solutions Corp. Class A (a)	1,700,800		123,121
FleetCor Technologies, Inc. (a)	118,000		10,593
MasterCard, Inc. Class A	446,600		272,698
The Western Union Co.	1,974,600		35,464
Unisys Corp. (a)	359,124		9,316
Visa, Inc. Class A	1,610,700		285,110
			736,302
Semiconductors & Semiconductor Equipment - 3.2%
Advanced Micro Devices, Inc. (a)(d)	9,424,400		35,530
Altera Corp.	1,583,400		56,306
Applied Materials, Inc.	3,982,200		64,950
Atmel Corp. (a)	1,086,600		8,584
Avago Technologies Ltd.	1,028,900		37,740
Broadcom Corp. Class A	6,478,600		178,615
Cree, Inc. (a)	638,500		44,631
First Solar, Inc. (a)	338,700		16,678
Lam Research Corp. (a)	164,000		8,072
Monolithic Power Systems, Inc.	437,600		11,456
NVIDIA Corp.	1,099,200		15,861
NXP Semiconductors NV (a)	4,948,135		161,557
PMC-Sierra, Inc. (a)	2,192,700		14,483
			654,463
Software - 4.9%
Activision Blizzard, Inc.	6,149,700		110,572
Adobe Systems, Inc. (a)	731,300		34,576
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Electronic Arts, Inc. (a)	4,007,996		$ 104,689
FleetMatics Group PLC	187,100		7,046
Guidewire Software, Inc. (a)	248,300		10,866
Intuit, Inc.	127,200		8,131
Linx SA	124,800		2,067
Microsoft Corp.	3,990,689		127,024
Oracle Corp.	3,956,200		127,983
QLIK Technologies, Inc. (a)	696,663		21,819
Red Hat, Inc. (a)	1,463,400		75,760
salesforce.com, Inc. (a)	4,973,660		217,598
ServiceNow, Inc. (a)	522,500		22,771
Splunk, Inc. (a)	196,000		9,802
Tableau Software, Inc.	50,600		2,803
Take-Two Interactive Software, Inc. (a)	1,200,800		21,050
Ubisoft Entertainment SA (a)	881,104		13,445
VMware, Inc. Class A (a)	409,600		33,665
Workday, Inc. Class A (d)	648,700		44,300
			995,967
TOTAL INFORMATION TECHNOLOGY			5,745,594
MATERIALS - 1.7%
Chemicals - 1.6%
Eastman Chemical Co.	1,196,200		96,210
LyondellBasell Industries NV Class A	320,800		22,042
Mexichem S.A.B. de CV	3,322,800		15,549
Monsanto Co.	1,900,300		187,712
			321,513
Metals & Mining - 0.1%
Freeport-McMoRan Copper & Gold, Inc.	702,100		19,855
TOTAL MATERIALS			341,368
TELECOMMUNICATION SERVICES - 0.1%
Diversified Telecommunication Services - 0.1%
Jazztel PLC (a)	504,600		4,578
Verizon Communications, Inc.	383,700		18,985
			23,563
TOTAL COMMON STOCKS (Cost $13,457,469)		20,037,822
Preferred Stocks - 0.4%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Leisure Equipment & Products - 0.0%
NJOY, Inc. Series C (f)	607,766		$ 4,913
Nonconvertible Preferred Stocks - 0.4%
CONSUMER DISCRETIONARY - 0.4%
Automobiles - 0.4%
Volkswagen AG	338,600		80,474
TOTAL PREFERRED STOCKS (Cost $40,585)		85,387
Money Market Funds - 2.9%

Fidelity Cash Central Fund, 0.11% (b)	65,572,089		65,572
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	529,104,648		529,105
TOTAL MONEY MARKET FUNDS (Cost $594,677)		594,677
TOTAL INVESTMENT PORTFOLIO - 102.6% (Cost $14,092,731)			20,717,886
NET OTHER ASSETS (LIABILITIES) - (2.6)%			(534,684)
NET ASSETS - 100%		$ 20,183,202

Legend

(a) Non-income producing

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

(e) Affiliated company

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Dropbox, Inc.	5/2/12	$ 9,084
NJOY, Inc. Series C	6/7/13	$ 4,913

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	$ 44
Fidelity Securities Lending Cash Central Fund	10,642
Total	$ 10,686

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 15,302	$ -	$ -	$ -	$ 10,232
Total	$ 15,302	$ -	$ -	$ -	$ 10,232

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 4,646,584	$ 4,641,671	$ -	$ 4,913
Consumer Staples	2,660,702	2,652,871	7,831	-
Energy	763,842	763,842	-	-
Financials	808,800	808,800	-	-
Health Care	2,979,590	2,979,590	-	-
Industrials	2,153,166	2,153,166	-	-
Information Technology	5,745,594	5,735,556	-	10,038
Materials	341,368	341,368	-	-
Telecommunication Services	23,563	23,563	-	-
Money Market Funds	594,677	594,677	-	-
Total Investments in Securities:	$ 20,717,886	$ 20,695,104	$ 7,831	$ 14,951

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

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

Assets
Investment in securities, at value (including securities loaned of $525,836) - See accompanying schedule: Unaffiliated issuers (cost $13,467,203)	$ 20,112,977
Fidelity Central Funds (cost $594,677)	594,677
Other affiliated issuers (cost $30,851)	10,232
Total Investments (cost $14,092,731)		$ 20,717,886
Cash		159
Receivable for investments sold		173,967
Receivable for fund shares sold		16,793
Dividends receivable		7,381
Distributions receivable from Fidelity Central Funds		137
Other receivables		751
Total assets		20,917,074

Liabilities
Payable for investments purchased	$ 160,438
Payable for fund shares redeemed	31,357
Accrued management fee	10,006
Other affiliated payables	2,227
Other payables and accrued expenses	739
Collateral on securities loaned, at value	529,105
Total liabilities		733,872

Net Assets		$ 20,183,202
Net Assets consist of:
Paid in capital		$ 12,472,227
Undistributed net investment income		56,036
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,029,789
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		6,625,150
Net Assets		$ 20,183,202

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

Annual Report

Statement of Assets and Liabilities - continued

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

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($12,927,159 ÷ 216,718 shares)		$ 59.65

Class K: Net Asset Value, offering price and redemption price per share ($3,505,675 ÷ 58,679 shares)		$ 59.74

Class F: Net Asset Value, offering price and redemption price per share ($3,750,368 ÷ 62,706 shares)		$ 59.81

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended July 31, 2013

Investment Income
Dividends		$ 247,142
Interest		1
Income from Fidelity Central Funds		10,686
Total income		257,829

Expenses
Management fee Basic fee	$ 95,910
Performance adjustment	(1,291)
Transfer agent fees	23,729
Accounting and security lending fees	1,648
Custodian fees and expenses	400
Independent trustees' compensation	108
Registration fees	151
Audit	107
Legal	56
Interest	8
Miscellaneous	149
Total expenses before reductions	120,975
Expense reductions	(2,236)	118,739
Net investment income (loss)		139,090
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,392,819
Foreign currency transactions	(800)
Total net realized gain (loss)		1,392,019
Change in net unrealized appreciation (depreciation) on: Investment securities	2,900,644
Assets and liabilities in foreign currencies	23
Total change in net unrealized appreciation (depreciation)		2,900,667
Net gain (loss)		4,292,686
Net increase (decrease) in net assets resulting from operations		$ 4,431,776

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 139,090	$ 35,383
Net realized gain (loss)	1,392,019	(37,431)
Change in net unrealized appreciation (depreciation)	2,900,667	271,789
Net increase (decrease) in net assets resulting from operations	4,431,776	269,741
Distributions to shareholders from net investment income	(85,342)	(15,666)
Distributions to shareholders from net realized gain	(230,904)	(480,841)
Total distributions	(316,246)	(496,507)
Share transactions - net increase (decrease)	1,247,958	656,032
Total increase (decrease) in net assets	5,363,488	429,266

Net Assets
Beginning of period	14,819,714	14,390,448
End of period (including undistributed net investment income of $56,036 and undistributed net investment income of $10,385, respectively)	$ 20,183,202	$ 14,819,714

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Income from Investment Operations
Net investment income (loss) ^B	.39	.10	(.03)	.04	.27
Net realized and unrealized gain (loss)	12.79	.75	10.61	5.80	(6.36)
Total from investment operations	13.18	.85	10.58	5.84	(6.09)
Distributions from net investment income	(.23)	(.04)	(.00) ^{E, G}	(.18)	(.29)
Distributions from net realized gain	(.68)	(1.60)	(.04) ^E	-	(.71)
Total distributions	(.91)	(1.64)	(.04)	(.18)	(1.00)
Net asset value, end of period	$ 59.65	$ 47.38	$ 48.17	$ 37.63	$ 31.97
Total Return ^A	28.25%	2.27%	28.12%	18.29%	(15.85)%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.76%	.90%	.94%	.94%	.76%
Expenses net of fee waivers, if any	.76%	.90%	.94%	.94%	.76%
Expenses net of all reductions	.74%	.89%	.92%	.93%	.76%
Net investment income (loss)	.75%	.21%	(.06)%	.10%	.93%
Supplemental Data
Net assets, end of period (in millions)	$ 12,927	$ 10,595	$ 12,024	$ 10,295	$ 9,691
Portfolio turnover rate ^D	75%	95%	132%	135%	134%

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

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

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

^E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Income from Investment Operations
Net investment income (loss) ^C	.47	.17	.05	.11	.32
Net realized and unrealized gain (loss)	12.79	.75	10.62	5.79	(6.33)
Total from investment operations	13.26	.92	10.67	5.90	(6.01)
Distributions from net investment income	(.30)	(.08)	(.05) ^F	(.25)	(.34)
Distributions from net realized gain	(.68)	(1.60)	(.07) ^F	-	(.71)
Total distributions	(.98)	(1.67) ^H	(.12)	(.25)	(1.05)
Net asset value, end of period	$ 59.74	$ 47.46	$ 48.21	$ 37.66	$ 32.01
Total Return ^{A, B}	28.42%	2.43%	28.37%	18.48%	(15.61)%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	.61%	.74%	.77%	.75%	.53%
Expenses net of fee waivers, if any	.61%	.74%	.77%	.75%	.53%
Expenses net of all reductions	.60%	.73%	.76%	.74%	.52%
Net investment income (loss)	.89%	.37%	.11%	.30%	1.16%
Supplemental Data
Net assets, end of period (in millions)	$ 3,506	$ 2,467	$ 1,455	$ 932	$ 591
Portfolio turnover rate ^E	75%	95%	132%	135%	134%

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

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

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

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

^F The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^H Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share.

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2013	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.51	$ 48.24	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.50	.19	.07	.13	- ^J
Net realized and unrealized gain (loss)	12.81	.76	10.61	5.80	2.82
Total from investment operations	13.31	.95	10.68	5.93	2.82
Distributions from net investment income	(.33)	(.08)	(.06) ^H	(.22)	-
Distributions from net realized gain	(.68)	(1.60)	(.08) ^H	-	-
Total distributions	(1.01)	(1.68)	(.13) ^K	(.22)	-
Net asset value, end of period	$ 59.81	$ 47.51	$ 48.24	$ 37.69	$ 31.98
Total Return ^{B, C}	28.49%	2.49%	28.41%	18.59%	9.67%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.56%	.69%	.72%	.70%	.51% ^A
Expenses net of fee waivers, if any	.56%	.69%	.72%	.70%	.51% ^A
Expenses net of all reductions	.55%	.68%	.71%	.68%	.51% ^A
Net investment income (loss)	.94%	.42%	.16%	.35%	(.05)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,750,368	$ 1,756,916	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate ^F	75%	95%	132%	135%	134%

^A Annualized

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

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

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

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

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

^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

^K Total distributions of $.13 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.076 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2013

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications. In addition,

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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

Gross unrealized appreciation	$ 6,725,212
Gross unrealized depreciation	(141,260)
Net unrealized appreciation (depreciation) on securities and other investments	$ 6,583,952

Tax Cost	$ 14,133,934

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

Undistributed ordinary income	$ 130,879
Undistributed long-term capital gain	$ 996,747
Net unrealized appreciation (depreciation)	$ 6,583,947

The tax character of distributions paid was as follows:

	July 31, 2013	July 31, 2012
Ordinary Income	$ 85,342	$ 15,666
Long-term Capital Gains	230,904	480,841
Total	$ 316,246	$ 496,507

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $13,939,479 and $12,907,588, respectively.

5. Fees and Other Transactions with Affiliates.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Blue Chip Growth. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Blue Chip Growth	$ 22,289	.19
Class K	1,440	.05
	$ 23,729

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 12,940	.41%	$ 8

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $39 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2013	2012
From net investment income
Blue Chip Growth	$ 51,844	$ 10,644
Class K	16,348	2,860
Class F	17,150	2,162
Total	$ 85,342	$ 15,666
From net realized gain
Blue Chip Growth	$ 155,106	$ 397,250
Class K	36,829	51,295
Class F	38,969	32,296
Total	$ 230,904	$ 480,841

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Blue Chip Growth
Shares sold	41,304 ^A	42,825	$ 2,121,491 ^A	$ 1,970,082
Reinvestment of distributions	4,171	9,668	202,506	399,689
Shares redeemed	(52,364)	(78,498)	(2,708,546)	(3,530,347)
Net increase (decrease)	(6,889)	(26,005)	$ (384,549)	$ (1,160,576)
Class K
Shares sold	17,299	29,866	$ 899,333	$ 1,366,770
Reinvestment of distributions	1,092	1,309	53,178	54,155
Shares redeemed	(11,703)	(9,363)	(608,221)	(426,597)
Net increase (decrease)	6,688	21,812	$ 344,290	$ 994,328
Class F
Shares sold	28,168 ^A	19,170	$ 1,424,726 ^A	$ 873,960
Reinvestment of distributions	1,153	832	56,119	34,458
Shares redeemed	(3,595)	(1,918)	(192,628)	(86,138)
Net increase (decrease)	25,726	18,084	$ 1,288,217	$ 822,280

^A Amount includes in-kind exchanges (See Note 5: Exchanges In-Kind)

11. Other.

At the end of the period, the Fidelity Freedom Funds and Fidelity Freedom K Funds were the owners of record, in the aggregate, of approximately 33% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Growth Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 11, 2013

Annual Report

Trustees and Officers

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 of the trust and the funds (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board 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.

Annual Report

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
	Year of Election or Appointment: 2011 Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Annual Report

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (1969)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2008-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (1965)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Vice President of other Fidelity funds (2013-present), Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds (2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (1968)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (1969)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (1968)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (1958)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (1968)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Joseph F. Zambello (1957)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (1967)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present), Deputy Treasurer (2008-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (1971)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
	Year of Election or Appointment: 2013 Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Deputy Treasurer of other Fidelity funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Stephanie J. Dorsey (1969)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer (2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Gary W. Ryan (1958)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (1968)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Class K	09/09/13	09/06/13	$0.195	$3.176

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

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

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Blue Chip Growth Fund

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Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Blue Chip Growth Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

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

BCF-K-UANN-0913
1.863112.104

Fidelity®

Blue Chip Value

Fund

Annual Report

July 31, 2013

(Fidelity Cover Art)

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Past 10 years
Fidelity® Blue Chip Value Fund	33.33%	3.70%	5.69%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Value Fund on July 31, 2003. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Comments from Michael Chren, Portfolio Manager of Fidelity® Blue Chip Value Fund: For the year, the fund gained 33.33%, easily outpacing the benchmark Russell 1000®Value Index, which rose 30.73%. My management strategy reflects my belief that stocks with the optimal combination of an attractive valuation and improving business dynamics offer the best probability for future relative outperformance. Good positioning in the information technology and telecommunication services sectors was very helpful for the fund's results. But, by far, stock picking in financials was the most beneficial, with mortgage insurer Radian Group, online brokerage firm E*TRADE Financial and diversified financial services provider Citigroup making outsized contributions. In the case of Radian - the fund's biggest relative contributor during the period and an out-of-benchmark holding - I believed the company's low share price failed to reflect various catalysts for future outperformance, which ultimately came to pass. During the period, Radian's shares dramatically rose, and I sold the last of the fund's stake in May. In contrast, stock selection in consumer discretionary and health care were negatives, while gold producer Newmont Mining was the biggest individual detractor. Another source of difficulty was the fund's higher-than-usual cash position, which hurt results in an up market.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Actual	.64%	$ 1,000.00	$ 1,151.30	$ 3.41
Hypothetical^A		$ 1,000.00	$ 1,021.62	$ 3.21

^A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
General Electric Co.	4.1	4.4
Exxon Mobil Corp.	4.1	2.8
Pfizer, Inc.	3.7	4.3
Merck & Co., Inc.	3.6	4.3
Citigroup, Inc.	3.1	3.5
Chevron Corp.	3.0	3.0
Occidental Petroleum Corp.	2.8	1.7
JPMorgan Chase & Co.	2.5	1.9
Symantec Corp.	2.4	0.5
Zoetis, Inc. Class A	2.3	0.0
	31.6
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.8	26.4
Energy	15.8	14.3
Information Technology	13.3	10.7
Health Care	11.2	11.9
Consumer Staples	7.2	7.5

Asset Allocation (% of fund's net assets)
As of July 31, 2013 *			As of January 31, 2013 **
	Stocks 93.5%			Stocks 95.6%
	Short-Term Investments and Net Other Assets (Liabilities) 6.5%			Short-Term Investments and Net Other Assets (Liabilities) 4.4%
* Foreign investments		0.9%	** Foreign investments		6.9%

bcv7104922

Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 93.5%
	Shares		Value
CONSUMER DISCRETIONARY - 6.8%
Auto Components - 0.8%
Johnson Controls, Inc.	55,697		$ 2,239,576
Automobiles - 1.0%
Ford Motor Co.	157,329		2,655,714
Diversified Consumer Services - 2.2%
Apollo Group, Inc. Class A (non-vtg.) (a)	254,673		4,640,142
DeVry, Inc.	53,622		1,612,950
			6,253,092
Media - 2.3%
DISH Network Corp. Class A	64,466		2,878,407
Washington Post Co. Class B	6,775		3,640,614
			6,519,021
Multiline Retail - 0.5%
J.C. Penney Co., Inc. (a)(d)	94,721		1,382,927
TOTAL CONSUMER DISCRETIONARY			19,050,330
CONSUMER STAPLES - 7.2%
Beverages - 0.2%
PepsiCo, Inc.	8,736		729,805
Food & Staples Retailing - 2.7%
CVS Caremark Corp.	52,613		3,235,173
Wal-Mart Stores, Inc.	56,343		4,391,373
			7,626,546
Food Products - 2.8%
Kraft Foods Group, Inc.	68,094		3,852,759
Mondelez International, Inc.	126,306		3,949,589
			7,802,348
Household Products - 1.5%
Procter & Gamble Co.	53,304		4,280,311
TOTAL CONSUMER STAPLES			20,439,010
ENERGY - 15.8%
Energy Equipment & Services - 2.3%
Cameron International Corp. (a)	40,126		2,379,472
Halliburton Co.	88,036		3,978,347
			6,357,819
Oil, Gas & Consumable Fuels - 13.5%
Anadarko Petroleum Corp.	61,551		5,448,495
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Apache Corp.	61,210		$ 4,912,103
Chevron Corp.	65,912		8,297,662
Exxon Mobil Corp.	122,955		11,527,031
Occidental Petroleum Corp.	89,522		7,971,934
			38,157,225
TOTAL ENERGY			44,515,044
FINANCIALS - 25.8%
Capital Markets - 5.2%
Bank of New York Mellon Corp.	64,000		2,012,800
Carlyle Group LP	50,100		1,402,299
E*TRADE Financial Corp. (a)	302,445		4,506,431
Goldman Sachs Group, Inc.	9,887		1,621,765
Raymond James Financial, Inc.	39,781		1,753,149
State Street Corp.	46,304		3,226,000
			14,522,444
Commercial Banks - 7.2%
Fifth Third Bancorp	227,900		4,382,517
KeyCorp	486,335		5,977,057
U.S. Bancorp	68,197		2,545,112
Wells Fargo & Co.	129,798		5,646,213
Zions Bancorporation	54,487		1,614,995
			20,165,894
Consumer Finance - 1.8%
Capital One Financial Corp.	73,633		5,082,150
Diversified Financial Services - 7.1%
Bank of America Corp.	296,735		4,332,331
Citigroup, Inc.	170,037		8,865,729
JPMorgan Chase & Co.	124,916		6,961,569
			20,159,629
Insurance - 4.5%
Allstate Corp.	37,000		1,886,260
American International Group, Inc.	44,875		2,042,261
Assurant, Inc.	28,279		1,531,591
Fidelity National Financial, Inc. Class A	52,088		1,275,114
MetLife, Inc.	12,319		596,486
Reinsurance Group of America, Inc.	13,376		910,772
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
The Chubb Corp.	23,916		$ 2,068,734
XL Group PLC Class A	77,281		2,422,759
			12,733,977
TOTAL FINANCIALS			72,664,094
HEALTH CARE - 11.2%
Health Care Providers & Services - 1.6%
HCA Holdings, Inc.	80,171		3,126,669
WellPoint, Inc.	16,423		1,405,152
			4,531,821
Pharmaceuticals - 9.6%
Merck & Co., Inc.	207,932		10,016,084
Pfizer, Inc.	354,675		10,367,150
Zoetis, Inc. Class A	220,212		6,564,520
			26,947,754
TOTAL HEALTH CARE			31,479,575
INDUSTRIALS - 6.7%
Aerospace & Defense - 2.0%
Textron, Inc.	208,399		5,705,965
Construction & Engineering - 0.6%
Jacobs Engineering Group, Inc. (a)	27,660		1,637,472
Industrial Conglomerates - 4.1%
General Electric Co.	473,050		11,528,225
TOTAL INDUSTRIALS			18,871,662
INFORMATION TECHNOLOGY - 13.3%
Communications Equipment - 1.7%
Cisco Systems, Inc.	185,555		4,740,930
Computers & Peripherals - 0.5%
Hewlett-Packard Co.	60,467		1,552,793
Internet Software & Services - 2.0%
Yahoo!, Inc. (a)	197,073		5,535,781
IT Services - 0.2%
Global Payments, Inc.	14,300		662,233
Office Electronics - 1.8%
Xerox Corp.	526,044		5,102,627
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 0.8%
Broadcom Corp. Class A	35,600		$ 981,492
Intel Corp.	31,015		722,650
Micron Technology, Inc. (a)	31,710		420,158
			2,124,300
Software - 6.3%
Activision Blizzard, Inc.	239,046		4,298,047
Comverse, Inc.	96,232		3,013,986
Symantec Corp.	249,205		6,648,789
Verint Systems, Inc. (a)	102,749		3,676,359
			17,637,181
TOTAL INFORMATION TECHNOLOGY			37,355,845
MATERIALS - 4.1%
Chemicals - 0.9%
The Dow Chemical Co.	74,325		2,604,348
Containers & Packaging - 0.7%
Crown Holdings, Inc. (a)	46,512		2,038,621
Metals & Mining - 2.0%
Freeport-McMoRan Copper & Gold, Inc.	35,645		1,008,041
Newmont Mining Corp.	156,075		4,682,250
			5,690,291
Paper & Forest Products - 0.5%
International Paper Co.	26,740		1,291,809
TOTAL MATERIALS			11,625,069
TELECOMMUNICATION SERVICES - 1.3%
Diversified Telecommunication Services - 0.3%
tw telecom, Inc. (a)	33,960		1,011,329
Wireless Telecommunication Services - 1.0%
Sprint Corp. (a)	48,268		287,677
T-Mobile US, Inc. (a)	104,083		2,509,441
			2,797,118
TOTAL TELECOMMUNICATION SERVICES			3,808,447
Common Stocks - continued
	Shares		Value
UTILITIES - 1.3%
Multi-Utilities - 1.3%
CenterPoint Energy, Inc.	48,200		$ 1,196,324
Sempra Energy	28,237		2,474,408
			3,670,732
TOTAL COMMON STOCKS (Cost $242,170,000)		263,479,808

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.03% to 0.03% 8/15/13 to 8/29/13 (Cost $279,996)	$ 280,000	279,999

Money Market Funds - 6.5%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	17,134,586		17,134,586
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	1,273,000		1,273,000
TOTAL MONEY MARKET FUNDS (Cost $18,407,586)		18,407,586
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $260,857,582)			282,167,393
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(307,108)
NET ASSETS - 100%		$ 281,860,285

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 17,076
Fidelity Securities Lending Cash Central Fund	125,156
Total	$ 142,232

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 19,050,330	$ 19,050,330	$ -	$ -
Consumer Staples	20,439,010	20,439,010	-	-
Energy	44,515,044	44,515,044	-	-
Financials	72,664,094	72,664,094	-	-
Health Care	31,479,575	31,479,575	-	-
Industrials	18,871,662	18,871,662	-	-
Information Technology	37,355,845	37,355,845	-	-
Materials	11,625,069	11,625,069	-	-
Telecommunication Services	3,808,447	3,808,447	-	-
Utilities	3,670,732	3,670,732	-	-
U.S. Government and Government Agency Obligations	279,999	-	279,999	-
Money Market Funds	18,407,586	18,407,586	-	-
Total Investments in Securities:	$ 282,167,393	$ 281,887,394	$ 279,999	$ -

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2013

Assets
Investment in securities, at value (including securities loaned of $1,109,600) - See accompanying schedule: Unaffiliated issuers (cost $242,449,996)	$ 263,759,807
Fidelity Central Funds (cost $18,407,586)	18,407,586
Total Investments (cost $260,857,582)		$ 282,167,393
Receivable for investments sold		2,951,875
Receivable for fund shares sold		244,032
Dividends receivable		184,865
Distributions receivable from Fidelity Central Funds		1,099
Other receivables		5,637
Total assets		285,554,901

Liabilities
Payable for investments purchased	$ 1,790,000
Payable for fund shares redeemed	442,960
Accrued management fee	72,308
Other affiliated payables	66,062
Other payables and accrued expenses	50,286
Collateral on securities loaned, at value	1,273,000
Total liabilities		3,694,616

Net Assets		$ 281,860,285
Net Assets consist of:
Paid in capital		$ 405,180,772
Undistributed net investment income		459,935
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(145,090,231)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		21,309,809
Net Assets, for 21,156,007 shares outstanding		$ 281,860,285
Net Asset Value, offering price and redemption price per share ($281,860,285 ÷ 21,156,007 shares)		$ 13.32

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2013

Investment Income
Dividends		$ 5,500,156
Interest		98
Income from Fidelity Central Funds		142,232
Total income		5,642,486

Expenses
Management fee Basic fee	$ 1,426,867
Performance adjustment	(681,216)
Transfer agent fees	694,793
Accounting and security lending fees	101,628
Custodian fees and expenses	26,704
Independent trustees' compensation	1,598
Registration fees	22,903
Audit	55,614
Legal	1,177
Miscellaneous	2,084
Total expenses before reductions	1,652,152
Expense reductions	(61,961)	1,590,191
Net investment income (loss)		4,052,295
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	24,643,923
Foreign currency transactions	(11,534)
Futures contracts	56,067
Total net realized gain (loss)		24,688,456
Change in net unrealized appreciation (depreciation) on investment securities		44,945,456
Net gain (loss)		69,633,912
Net increase (decrease) in net assets resulting from operations		$ 73,686,207

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,052,295	$ 5,880,195
Net realized gain (loss)	24,688,456	(30,053,867)
Change in net unrealized appreciation (depreciation)	44,945,456	4,531,869
Net increase (decrease) in net assets resulting from operations	73,686,207	(19,641,803)
Distributions to shareholders from net investment income	(6,479,162)	(6,210,896)
Share transactions Proceeds from sales of shares	49,942,277	50,616,788
Reinvestment of distributions	6,279,261	6,061,422
Cost of shares redeemed	(79,700,390)	(225,740,112)
Net increase (decrease) in net assets resulting from share transactions	(23,478,852)	(169,061,902)
Total increase (decrease) in net assets	43,728,193	(194,914,601)

Net Assets
Beginning of period	238,132,092	433,046,693
End of period (including undistributed net investment income of $459,935 and undistributed net investment income of $2,888,150, respectively)	$ 281,860,285	$ 238,132,092
Other Information Shares
Sold	4,200,000	5,083,409
Issued in reinvestment of distributions	585,069	639,450
Redeemed	(6,830,380)	(22,414,922)
Net increase (decrease)	(2,045,311)	(16,692,063)

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

Annual Report

Financial Highlights

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 10.26	$ 10.86	$ 9.82	$ 8.95	$ 12.15
Income from Investment Operations
Net investment income (loss) ^B	.18	.18	.14	.10	.16
Net realized and unrealized gain (loss)	3.17	(.62)	1.04	.90	(3.17)
Total from investment operations	3.35	(.44)	1.18	1.00	(3.01)
Distributions from net investment income	(.29)	(.16)	(.14)	(.13)	(.18)
Distributions from net realized gain	-	-	(.01)	-	(.01)
Total distributions	(.29)	(.16)	(.14) ^F	(.13)	(.19)
Net asset value, end of period	$ 13.32	$ 10.26	$ 10.86	$ 9.82	$ 8.95
Total Return ^A	33.33%	(3.95)%	12.14%	11.20%	(24.89)%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.64%	.77%	.75%	.87%	.77%
Expenses net of fee waivers, if any	.64%	.77%	.75%	.87%	.77%
Expenses net of all reductions	.62%	.76%	.74%	.86%	.77%
Net investment income (loss)	1.58%	1.76%	1.31%	1.05%	1.87%
Supplemental Data
Net assets, end of period (000 omitted)	$ 281,860	$ 238,132	$ 433,047	$ 324,913	$ 332,765
Portfolio turnover rate ^D	88%	102%	141%	59%	69%

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

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2013

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2013 is included at the end of the Fund's Schedule of Investments.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

Gross unrealized appreciation	$ 34,566,031
Gross unrealized depreciation	(19,412,853)
Net unrealized appreciation (depreciation) on securities and other investments	$ 15,153,178
Tax Cost	$ 267,014,215

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income	$ 459,934
Capital loss carryforward	$ (138,933,598)
Net unrealized appreciation (depreciation)	$ 15,153,176

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (76,906,749)
2018	(55,500,128)
Total with expiration	(132,406,877)
No expiration
Short-term	(3,744,441)
Long-term	(2,782,280)
Total no expiration	(6,526,721)
Total capital loss carryforward	$ (138,933,598)

The tax character of distributions paid was as follows:

	July 31, 2013	July 31, 2012
Ordinary Income	$ 6,479,162	$ 6,210,896

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management expects that the impact of the update's adoption will be limited to additional financial statement disclosures as applicable.

Annual Report

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

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

Equity Risk

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

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

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

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

During the period the Fund recognized net realized gain (loss) of $56,067 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $216,157,878 and $249,665,003, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .29% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .27% of average net assets.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $597 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Annual Report

Notes to Financial Statements - continued

8. Security Lending - continued

loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $125,156, including $20,194 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $60,728 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6, respectively.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,227.

10. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Blue Chip Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Blue Chip Value Fund (a fund of Fidelity Securities Fund) at July 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Blue Chip Value Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 17, 2013

Annual Report

Trustees and Officers

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 of the trust and the funds (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board 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.

Annual Report

Trustees and Officers - continued

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

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

Annual Report

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
	Year of Election or Appointment: 2011 Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Annual Report

Trustees and Officers - continued

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (1969)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2008-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (1965)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Vice President of other Fidelity funds (2013-present), Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds (2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (1968)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (1969)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (1968)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (1958)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (1968)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Joseph F. Zambello (1957)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (1967)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present), Deputy Treasurer (2008-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (1971)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
	Year of Election or Appointment: 2013 Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Deputy Treasurer of other Fidelity funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Stephanie J. Dorsey (1969)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer (2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Gary W. Ryan (1958)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (1968)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

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

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

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Blue Chip Value Fund

bcv7104924

The Board has discussed the fund's underperformance with FMR and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Blue Chip Value Fund

bcv7104926

Annual Report

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

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

The Board noted that the fund's total expense ratio ranked below its competitive median for 2012.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

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®) bcv7104928
1-800-544-5555

Automated line for quickest service

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

BCV-UANN-0913
1.789709.110

Fidelity®

Dividend Growth

Fund

Annual Report

July 31, 2013

(Fidelity Cover Art)

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Past 10 years
Fidelity® Dividend Growth Fund	26.83%	9.17%	6.58%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Dividend Growth Fund, a class of the fund, on July 31, 2003. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

dgf498228

Annual Report

Management's Discussion of Fund Performance

Comments from Lawrence Rakers, Portfolio Manager of Fidelity® Dividend Growth Fund: For the year, the fund's Retail Class shares returned 26.83%, topping the S&P 500®. When constructing the portfolio, I try to strike a balance between growth potential and income. For example, I avoided or significantly underweighted some lagging large-cap index stocks that had healthy dividend yields but, in my view, unexciting growth prospects, including telecommunication services carrier AT&T, energy major Exxon Mobil, information technology services provider IBM and personal computer chip manufacturer Intel, the four largest contributors to the fund's performance versus the index. Additionally, overweighting stocks in the mid-cap category worked in the fund's favor. Noteworthy individual contributors included non-index stakes in Green Mountain Coffee Roasters and Brookdale Senior Living. Conversely, the fund was hampered by weak picks in materials, where Ivanplats and Turquoise Hill Resources, both Canada-based metals miners, fared poorly, as did U.K.-headquartered gold miner Randgold Resources. Relatively light representation and unrewarding picks in diversified financials - in particular, underweighting strong-performing index component Bank of America - also worked against the fund's results. During the period, I significantly boosted the fund's allocation to this group.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Dividend Growth	.58%
Actual		$ 1,000.00	$ 1,122.30	$ 3.05
Hypothetical^A		$ 1,000.00	$ 1,021.92	$ 2.91
Class K	.44%
Actual		$ 1,000.00	$ 1,123.00	$ 2.32
Hypothetical^A		$ 1,000.00	$ 1,022.61	$ 2.21

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.8	3.1
Wells Fargo & Co.	1.7	1.7
General Electric Co.	1.7	1.0
Citigroup, Inc.	1.7	1.3
Google, Inc. Class A	1.6	1.5
Procter & Gamble Co.	1.4	1.2
JPMorgan Chase & Co.	1.4	0.9
Bank of America Corp.	1.3	0.0
Johnson & Johnson	1.3	1.4
Philip Morris International, Inc.	1.2	1.1
	16.1
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.8	18.5
Financials	16.1	14.1
Health Care	13.8	12.7
Consumer Discretionary	12.9	12.3
Industrials	12.5	12.6

Asset Allocation (% of fund's net assets)
As of July 31, 2013*			As of January 31, 2013**
	Stocks 98.6%			Stocks 98.6%
	Bonds 0.1%			Bonds 0.1%
	Convertible Securities 0.6%			Convertible Securities 0.7%
	Short-Term Investments and Net Other Assets (Liabilities) 0.7%			Short-Term Investments and Net Other Assets (Liabilities) 0.6%
* Foreign investments		18.4%	** Foreign investments		18.8%

dgf498242

Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 98.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.8%
Auto Components - 0.2%
Delphi Automotive PLC	278,506		$ 14,961
Johnson Controls, Inc.	86,242		3,468
			18,429
Automobiles - 0.7%
Ford Motor Co.	2,243,730		37,874
Harley-Davidson, Inc.	160,035		9,085
Honda Motor Co. Ltd.	249,600		9,245
			56,204
Diversified Consumer Services - 0.7%
Anhanguera Educacional Participacoes SA	2,186,400		13,254
H&R Block, Inc.	1,184,428		37,227
Kroton Educacional SA	702,800		10,012
			60,493
Hotels, Restaurants & Leisure - 1.6%
Brinker International, Inc.	818,163		32,849
Icahn Enterprises LP rights (a)	1,067,316		0
Las Vegas Sands Corp.	114,960		6,388
Penn National Gaming, Inc. (a)	21,600		1,080
Starbucks Corp.	388,344		27,666
Texas Roadhouse, Inc. Class A	543,764		13,290
Wyndham Worldwide Corp.	285,533		17,789
Yum! Brands, Inc.	426,150		31,075
			130,137
Household Durables - 0.4%
Harman International Industries, Inc.	19,800		1,198
Taylor Wimpey PLC	5,248,749		8,504
Toll Brothers, Inc. (a)	226,805		7,455
Whirlpool Corp.	111,778		14,972
			32,129
Leisure Equipment & Products - 0.4%
Amer Group PLC (A Shares)	333,861		6,631
Brunswick Corp.	175,321		6,618
Polaris Industries, Inc.	138,104		15,487
			28,736
Media - 4.3%
CBS Corp. Class B	1,015,907		53,681
Comcast Corp. Class A	1,803,406		81,298
Ipsos SA	115,900		4,121
MDC Partners, Inc. Class A (sub. vtg.)	998,439		24,572
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Mood Media Corp. (a)(h)(i)	888,800		$ 935
Omnicom Group, Inc.	246,226		15,825
Pico Far East Holdings Ltd.	628,000		219
Smiles SA	883,300		10,841
The Walt Disney Co.	659,229		42,619
Time Warner, Inc.	514,307		32,021
Twenty-First Century Fox, Inc. Class A	1,137,693		33,994
Valassis Communications, Inc.	152,155		4,356
Viacom, Inc. Class B (non-vtg.)	648,423		47,186
			351,668
Multiline Retail - 0.0%
The Bon-Ton Stores, Inc.	187,100		3,529
Specialty Retail - 3.7%
American Eagle Outfitters, Inc.	865,752		17,003
Ascena Retail Group, Inc. (a)	238,728		4,557
Body Central Corp. (a)	573,065		6,911
Express, Inc. (a)	568,801		12,826
Foot Locker, Inc.	231,743		8,373
Francescas Holdings Corp. (a)	162,375		4,037
GNC Holdings, Inc.	206,500		10,899
Home Depot, Inc.	971,864		76,806
Kingfisher PLC	1,621,400		9,805
L Brands, Inc.	303,218		16,910
Lowe's Companies, Inc.	1,062,808		47,380
OfficeMax, Inc.	863,181		9,832
Rent-A-Center, Inc.	625,257		25,004
Ross Stores, Inc.	165,491		11,166
Staples, Inc.	1,184,806		20,165
TJX Companies, Inc.	510,970		26,591
			308,265
Textiles, Apparel & Luxury Goods - 0.8%
Coach, Inc.	143,694		7,634
Kering SA (e)	62,904		14,402
Kering SA rights 10/1/13 (a)	61,204		170
NIKE, Inc. Class B	392,168		24,675
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
PVH Corp.	45,275		$ 5,967
VF Corp.	62,531		12,319
			65,167
TOTAL CONSUMER DISCRETIONARY			1,054,757
CONSUMER STAPLES - 10.4%
Beverages - 2.6%
Anheuser-Busch InBev SA NV	266,200		25,598
Beam, Inc.	97,074		6,309
Coca-Cola Enterprises, Inc.	211,920		7,955
Cott Corp.	1,102,100		9,217
Dr. Pepper Snapple Group, Inc.	641,778		29,997
Molson Coors Brewing Co. Class B	93,400		4,676
Monster Beverage Corp. (a)	418,325		25,514
Remy Cointreau SA	38,000		3,934
SABMiller PLC	219,800		10,768
The Coca-Cola Co.	2,235,502		89,599
			213,567
Food & Staples Retailing - 1.8%
CVS Caremark Corp.	958,037		58,910
Kroger Co.	749,620		29,438
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	177,460		9,162
Wal-Mart Stores, Inc.	117,374		9,148
Walgreen Co.	878,558		44,148
			150,806
Food Products - 1.9%
Amira Nature Foods Ltd.	586,439		4,750
Archer Daniels Midland Co.	513,395		18,724
Bunge Ltd.	172,367		13,102
Danone SA	15,972		1,262
Green Mountain Coffee Roasters, Inc. (a)	256,810		19,821
Hilton Food Group PLC	665,674		4,122
Ingredion, Inc.	204,752		13,759
Kellogg Co.	348,785		23,104
Marine Harvest ASA	9,142,378		9,216
Mead Johnson Nutrition Co. Class A	147,044		10,711
Mondelez International, Inc.	1,224,744		38,298
			156,869
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Household Products - 2.1%
Energizer Holdings, Inc.	288,229		$ 29,342
Procter & Gamble Co.	1,488,053		119,491
Svenska Cellulosa AB (SCA) (B Shares)	650,480		17,215
Unicharm Corp. (e)	78,800		4,201
			170,249
Personal Products - 0.2%
Hengan International Group Co. Ltd.	652,500		7,168
Herbalife Ltd.	199,300		13,054
			20,222
Tobacco - 1.8%
Altria Group, Inc.	18,671		655
British American Tobacco PLC (United Kingdom)	311,900		16,639
Japan Tobacco, Inc.	1,022,600		35,772
Philip Morris International, Inc.	1,099,053		98,014
			151,080
TOTAL CONSUMER STAPLES			862,793
ENERGY - 10.1%
Energy Equipment & Services - 3.5%
BW Offshore Ltd.	8,762,498		11,569
Cameron International Corp. (a)	664,989		39,434
Ensco PLC Class A	766,567		43,955
Essential Energy Services Ltd.	3,613,600		9,147
Halliburton Co.	732,459		33,100
National Oilwell Varco, Inc.	732,461		51,397
Noble Corp.	397,823		15,197
Schlumberger Ltd.	645,410		52,491
ShawCor Ltd.	86,200		3,873
Vantage Drilling Co. (a)	7,095,626		13,056
Xtreme Drilling & Coil Services Corp. (a)	3,438,460		12,387
Xtreme Drilling & Coil Services Corp. (g)	1,117,800		4,027
			289,633
Oil, Gas & Consumable Fuels - 6.6%
Access Midstream Partners LP	293,561		13,789
Americas Petrogas, Inc. (a)	1,310,800		1,493
Americas Petrogas, Inc. (a)(g)	2,665,500		3,036
Anadarko Petroleum Corp.	394,725		34,941
Apache Corp.	211,420		16,966
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Atlas Energy LP	79,534		$ 4,196
Atlas Pipeline Partners LP	387,221		14,676
BPZ Energy, Inc. (a)(e)	2,730,178		6,580
Cabot Oil & Gas Corp.	129,000		9,781
Cimarex Energy Co.	116,689		8,919
Coal India Ltd.	139,162		644
Cobalt International Energy, Inc. (a)	709,915		20,481
Concho Resources, Inc. (a)	169,074		15,164
ConocoPhillips	222,758		14,448
Crown Point Energy, Inc. (g)(h)	1,619,916		339
Double Eagle Petroleum Co. (a)(f)	873,975		3,050
Emerald Oil, Inc. warrants 2/4/16 (a)	171,198		0
Energen Corp.	381,758		22,863
EOG Resources, Inc.	92,979		13,528
EQT Corp.	228,450		19,761
Halcon Resources Corp. (a)	910,000		4,987
InterOil Corp. (a)(e)	334,378		28,656
Magellan Midstream Partners LP	89,822		4,911
Marathon Oil Corp.	287,629		10,458
Marathon Petroleum Corp.	124,536		9,132
Markwest Energy Partners LP	376,828		26,457
Motor Oil (HELLAS) Corinth Refineries SA	21,700		220
Noble Energy, Inc.	150,500		9,405
Northern Oil & Gas, Inc. (a)	2,218,140		29,302
Occidental Petroleum Corp.	567,023		50,493
Painted Pony Petroleum Ltd. (g)	456,400		3,310
Painted Pony Petroleum Ltd. Class A (a)	186,700		1,354
Peabody Energy Corp.	1,030,489		17,065
Phillips 66	310,168		19,075
Phillips 66 Partners LP	157,095		5,085
Royal Dutch Shell PLC Class A sponsored ADR	200,098		13,677
Scorpio Tankers, Inc.	495,100		4,926
Southcross Energy Partners LP	527,828		12,024
Suncor Energy, Inc.	337,900		10,679
Synergy Resources Corp. (a)	598,600		4,639
TAG Oil Ltd. (a)(e)(f)	3,585,500		13,370
TAG Oil Ltd. (f)(g)	146,900		548
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
The Williams Companies, Inc.	1,097,738		$ 37,510
Valero Energy Corp.	104,849		3,750
			545,688
TOTAL ENERGY			835,321
FINANCIALS - 16.0%
Capital Markets - 2.3%
AllianceBernstein Holding LP	709,485		15,751
Ameriprise Financial, Inc.	100,653		8,958
BlackRock, Inc. Class A	79,032		22,284
GP Investments Ltd. Class A (depositary receipt) (a)	3,540,079		5,741
Invesco Ltd.	588,479		18,943
KKR & Co. LP	601,705		12,305
Monex Group, Inc.	35,129		14,208
Morgan Stanley	801,899		21,820
Oaktree Capital Group LLC Class A	279,974		15,116
The Blackstone Group LP	468,715		10,570
UBS AG (NY Shares)	2,348,179		46,189
			191,885
Commercial Banks - 3.3%
Bank of Ireland (a)	124,509		28
Barclays PLC sponsored ADR	1,652,893		28,893
Commerce Bancshares, Inc.	186,332		8,502
Guaranty Trust Bank PLC GDR (Reg. S)	318,323		2,521
Huntington Bancshares, Inc.	125,890		1,076
Itau Unibanco Holding SA sponsored ADR	485,257		6,187
M&T Bank Corp.	68,449		7,999
Nordea Bank AB	827,600		10,481
PNC Financial Services Group, Inc.	305,803		23,256
Sberbank (Savings Bank of the Russian Federation) sponsored ADR	390,100		4,521
U.S. Bancorp	1,010,715		37,720
Wells Fargo & Co.	3,280,127		142,686
			273,870
Consumer Finance - 0.8%
Capital One Financial Corp.	712,667		49,188
SLM Corp.	734,300		18,145
			67,333
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 5.2%
Bank of America Corp.	7,427,827		$ 108,446
Citigroup, Inc.	2,571,171		134,061
IntercontinentalExchange, Inc. (a)	7,900		1,441
JPMorgan Chase & Co.	2,083,059		116,089
McGraw-Hill Companies, Inc.	520,386		32,191
ORIX Corp.	659,800		9,805
PICO Holdings, Inc. (a)(f)	1,210,990		26,509
			428,542
Insurance - 2.5%
ACE Ltd.	185,252		16,928
AFLAC, Inc.	268,881		16,585
Allied World Assurance Co. Holdings Ltd.	87,329		8,266
Arthur J. Gallagher & Co.	154,592		6,861
Assured Guaranty Ltd.	1,773,784		38,385
Axis Capital Holdings Ltd.	98,029		4,270
Everest Re Group Ltd.	68,392		9,132
Fidelity National Financial, Inc. Class A	947,797		23,202
Marsh & McLennan Companies, Inc.	237,339		9,937
MetLife, Inc.	626,123		30,317
ProAssurance Corp.	19,533		1,046
Prudential Financial, Inc.	254,116		20,068
Prudential PLC	236,985		4,209
The Travelers Companies, Inc.	205,096		17,136
			206,342
Real Estate Investment Trusts - 1.4%
American Tower Corp.	200,983		14,228
Beni Stabili SpA SIIQ	14,096,400		9,140
CBL & Associates Properties, Inc.	485,556		11,056
Corrections Corp. of America	125,668		4,153
Cousins Properties, Inc.	1,138,286		11,667
Education Realty Trust, Inc.	912,700		8,607
Lexington Corporate Properties Trust	632,940		7,937
Parkway Properties, Inc.	212,700		3,722
Piedmont Office Realty Trust, Inc. Class A	239,000		4,324
Prologis, Inc.	232,493		8,918
Retail Properties America, Inc.	125,705		1,771
Simon Property Group, Inc.	33,821		5,413
SL Green Realty Corp.	48,956		4,438
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Westfield Group unit	720,383		$ 7,265
Weyerhaeuser Co.	572,558		16,261
			118,900
Real Estate Management & Development - 0.4%
CBRE Group, Inc. (a)	1,079,469		25,011
CSI Properties Ltd.	92,130,000		3,801
Jones Lang LaSalle, Inc.	14,344		1,306
LEG Immobilien AG	36,192		1,820
			31,938
Thrifts & Mortgage Finance - 0.1%
Radian Group, Inc.	444,600		6,247
TOTAL FINANCIALS			1,325,057
HEALTH CARE - 13.6%
Biotechnology - 3.2%
Agios Pharmaceuticals, Inc.	115,200		3,359
Alexion Pharmaceuticals, Inc. (a)	85,800		9,973
Alnylam Pharmaceuticals, Inc. (a)	534,300		24,669
Amgen, Inc.	540,309		58,510
Biogen Idec, Inc. (a)	126,581		27,611
Bluebird Bio, Inc.	100,701		3,135
Gilead Sciences, Inc. (a)	1,059,863		65,129
Grifols SA ADR	568,297		18,038
Infinity Pharmaceuticals, Inc. (a)	674,412		14,284
Insmed, Inc. (a)	118,712		1,319
Isis Pharmaceuticals, Inc. (a)	331,000		9,549
KaloBios Pharmaceuticals, Inc.	150,700		907
KaloBios Pharmaceuticals, Inc. (g)	454,437		2,736
Merrimack Pharmaceuticals, Inc. (a)	391,800		1,873
Theravance, Inc. (a)	675,004		26,028
			267,120
Health Care Equipment & Supplies - 1.3%
Ansell Ltd.	216,050		3,600
Baxter International, Inc.	301,517		22,023
Boston Scientific Corp. (a)	1,494,058		16,315
Covidien PLC	222,784		13,730
Genmark Diagnostics, Inc. (a)	807,700		7,673
Hill-Rom Holdings, Inc.	276,883		10,264
Medtronic, Inc.	14,400		795
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Stryker Corp.	381,077		$ 26,851
Zimmer Holdings, Inc.	109,658		9,154
			110,405
Health Care Providers & Services - 3.2%
Accretive Health, Inc. (a)	518,455		5,174
AmerisourceBergen Corp.	418,087		24,362
AmSurg Corp. (a)	212,753		8,321
BioScrip, Inc. (a)	160,910		2,615
Brookdale Senior Living, Inc. (a)	1,618,439		47,129
Catamaran Corp. (a)	79,000		4,161
DaVita, Inc. (a)	126,075		14,676
Emeritus Corp. (a)	603,933		14,005
Express Scripts Holding Co. (a)	630,457		41,326
McKesson Corp.	214,640		26,328
Qualicorp SA (a)	897,300		6,568
Quest Diagnostics, Inc.	280,310		16,345
UnitedHealth Group, Inc.	702,175		51,153
			262,163
Life Sciences Tools & Services - 0.2%
Agilent Technologies, Inc.	193,889		8,673
Lonza Group AG	97,821		7,526
			16,199
Pharmaceuticals - 5.7%
AbbVie, Inc.	974,540		44,322
Actavis, Inc. (a)	168,673		22,648
Allergan, Inc.	42,000		3,827
Biodelivery Sciences International, Inc. (a)	1,210,638		5,230
Bristol-Myers Squibb Co.	28,719		1,242
Cadence Pharmaceuticals, Inc. (a)	2,091,940		15,627
Dechra Pharmaceuticals PLC	369,717		3,841
Endo Health Solutions, Inc. (a)	290,674		11,179
GlaxoSmithKline PLC	801,023		20,493
Horizon Pharma, Inc. (a)(e)	3,209,598		8,088
Horizon Pharma, Inc.:
warrants 2/28/17 (a)	253,903		0 *
warrants 9/25/17 (a)	932,200		1
Jazz Pharmaceuticals PLC (a)	16,097		1,215
Johnson & Johnson	1,132,316		105,872
Merck & Co., Inc.	1,336,814		64,394
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Novo Nordisk A/S Series B	116,837		$ 19,823
Perrigo Co.	34,500		4,291
Pfizer, Inc.	1,494,239		43,677
Sanofi SA	395,924		41,447
Teva Pharmaceutical Industries Ltd. sponsored ADR	326,750		12,972
Valeant Pharmaceuticals International, Inc. (Canada) (a)	201,991		18,742
Warner Chilcott PLC	882,450		18,805
			467,736
TOTAL HEALTH CARE			1,123,623
INDUSTRIALS - 12.5%
Aerospace & Defense - 2.0%
Astronics Corp. (a)	43,200		1,707
Finmeccanica SpA (a)(e)	939,566		4,910
General Dynamics Corp.	107,917		9,210
Honeywell International, Inc.	504,471		41,861
Meggitt PLC	1,904,110		15,859
Textron, Inc.	455,952		12,484
The Boeing Co.	79,000		8,303
United Technologies Corp.	664,926		70,196
			164,530
Air Freight & Logistics - 0.4%
United Parcel Service, Inc. Class B	400,710		34,782
Airlines - 0.1%
Copa Holdings SA Class A	18,033		2,510
easyJet PLC	123,200		2,646
			5,156
Building Products - 0.6%
A.O. Smith Corp.	158,012		6,529
Masco Corp.	1,911,369		39,221
			45,750
Commercial Services & Supplies - 0.6%
Iron Mountain, Inc.	395,171		10,986
KAR Auction Services, Inc.	21,500		547
Multiplus SA	839,400		11,358
Republic Services, Inc.	405,917		13,765
Swisher Hygiene, Inc. (a)	2,081,064		1,675
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Waste Management, Inc.	259,086		$ 10,889
West Corp.	174,000		3,821
			53,041
Construction & Engineering - 0.3%
Boart Longyear Ltd.	3,560,729		1,648
Fluor Corp.	104,872		6,561
MasTec, Inc. (a)	112,139		3,701
URS Corp.	226,724		10,543
			22,453
Electrical Equipment - 1.9%
Alstom SA	361,384		12,221
AMETEK, Inc.	256,842		11,887
Bharat Heavy Electricals Ltd.	1,340,049		3,486
Eaton Corp. PLC	289,245		19,943
Emerson Electric Co.	423,816		26,010
Generac Holdings, Inc.	458,494		19,876
Hubbell, Inc. Class B	118,067		12,674
Polypore International, Inc. (a)	201,347		8,455
Prysmian SpA	675,700		13,735
Regal-Beloit Corp.	228,766		14,797
Roper Industries, Inc.	105,858		13,334
			156,418
Industrial Conglomerates - 2.0%
3M Co.	46,800		5,496
Alliance Global Group, Inc.	395,500		239
Carlisle Companies, Inc.	124,000		8,400
General Electric Co.	5,759,075		140,349
Koninklijke Philips Electronics NV	443,500		14,183
			168,667
Machinery - 2.3%
Andritz AG	82,700		4,461
Cummins, Inc.	167,984		20,358
Dover Corp.	53,195		4,556
GEA Group AG	158,184		6,527
Global Brass & Copper Holdings, Inc.	389,900		7,264
Harsco Corp.	403,763		10,401
Illinois Tool Works, Inc.	234,465		16,891
Ingersoll-Rand PLC	521,961		31,866
Manitowoc Co., Inc.	1,221,919		25,086
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Pentair Ltd.	319,562		$ 19,519
Stanley Black & Decker, Inc.	384,996		32,578
Timken Co.	154,683		9,037
Weg SA	269,600		3,309
			191,853
Marine - 0.1%
Ardmore Shipping Corp.	502,600		7,036
Ultrapetrol (Bahamas) Ltd. (a)	1,822,163		5,594
			12,630
Professional Services - 0.7%
CRA International, Inc. (a)	303,982		5,818
Dun & Bradstreet Corp.	323,101		33,483
Manpower, Inc.	79,700		5,330
Michael Page International PLC	1,354,386		9,200
Randstad Holding NV	75,000		3,618
Towers Watson & Co.	25,200		2,123
			59,572
Road & Rail - 1.2%
Con-way, Inc.	208,596		8,646
CSX Corp.	675,822		16,767
Norfolk Southern Corp.	174,220		12,746
Union Pacific Corp.	379,565		60,195
			98,354
Trading Companies & Distributors - 0.3%
Houston Wire & Cable Co.	624,888		9,267
Watsco, Inc.	135,225		12,623
			21,890
TOTAL INDUSTRIALS			1,035,096
INFORMATION TECHNOLOGY - 16.6%
Communications Equipment - 1.9%
Cisco Systems, Inc.	3,661,647		93,555
QUALCOMM, Inc.	987,140		63,720
			157,275
Computers & Peripherals - 3.2%
Apple, Inc.	515,180		233,117
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
NCR Corp. (a)	364,477		$ 13,121
Western Digital Corp.	242,588		15,618
			261,856
Electronic Equipment & Components - 0.6%
Corning, Inc.	872,662		13,256
Jabil Circuit, Inc.	497,524		11,438
TE Connectivity Ltd.	459,696		23,463
			48,157
Internet Software & Services - 2.2%
Active Network, Inc. (a)	1,074,299		9,164
Demandware, Inc. (a)	145,490		6,463
Facebook, Inc. Class A (a)	111,300		4,099
Google, Inc. Class A (a)	148,993		132,246
Mail.Ru Group Ltd.:
GDR (g)	16,600		530
GDR (Reg. S)	264,700		8,457
Velti PLC (a)(e)	3,152,629		3,562
Velti PLC (i)	1,639,166		1,667
Yahoo!, Inc. (a)	564,025		15,843
			182,031
IT Services - 3.1%
Accenture PLC Class A	413,393		30,513
Amdocs Ltd.	279,154		10,739
Cognizant Technology Solutions Corp. Class A (a)	312,144		22,596
EPAM Systems, Inc. (a)	518,505		15,011
EVERTEC, Inc.	148,674		3,553
ExlService Holdings, Inc. (a)	294,059		8,234
Fidelity National Information Services, Inc.	491,135		21,197
MasterCard, Inc. Class A	55,823		34,086
Sapient Corp. (a)	1,016,603		13,938
Total System Services, Inc.	492,029		13,487
Virtusa Corp. (a)	66,454		1,713
Visa, Inc. Class A	453,628		80,297
			255,364
Office Electronics - 0.3%
Xerox Corp.	2,852,181		27,666
Semiconductors & Semiconductor Equipment - 2.2%
Altera Corp.	179,517		6,384
Applied Materials, Inc.	265,975		4,338
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Applied Micro Circuits Corp. (a)	308,235		$ 3,659
ASML Holding NV	549,636		49,412
Avago Technologies Ltd.	600,169		22,014
Broadcom Corp. Class A	211,151		5,821
Freescale Semiconductor Holdings I Ltd. (a)(e)	384,133		6,031
LTX-Credence Corp. (a)	1,375,632		7,373
Maxim Integrated Products, Inc.	362,194		10,359
Microchip Technology, Inc. (e)	53,935		2,143
Micron Technology, Inc. (a)	1,061,096		14,060
Monolithic Power Systems, Inc.	168,606		4,414
NXP Semiconductors NV (a)	390,903		12,763
Samsung Electronics Co. Ltd.	13,300		15,150
Skyworks Solutions, Inc. (a)	956,399		22,973
SunPower Corp. (a)(e)	14,400		398
			187,292
Software - 3.1%
Activision Blizzard, Inc.	1,643,717		29,554
Adobe Systems, Inc. (a)	147,067		6,953
Autodesk, Inc. (a)	132,000		4,671
Check Point Software Technologies Ltd. (a)	180,237		10,149
Citrix Systems, Inc. (a)	325,711		23,458
Comverse, Inc.	290,251		9,091
Constellation Software, Inc.	60,700		8,856
Electronic Arts, Inc. (a)	838,686		21,906
Intuit, Inc.	118,428		7,570
MICROS Systems, Inc. (a)	147,660		7,195
Microsoft Corp.	1,950,293		62,078
Oracle Corp.	1,619,223		52,382
SS&C Technologies Holdings, Inc. (a)	31,664		1,133
Symantec Corp.	361,533		9,646
			254,642
TOTAL INFORMATION TECHNOLOGY			1,374,283
MATERIALS - 3.5%
Chemicals - 1.8%
Albemarle Corp.	123,566		7,662
Ashland, Inc.	140,606		12,210
Axiall Corp.	198,880		8,767
Cabot Corp.	276,992		11,362
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Croda International PLC	18,000		$ 687
Eastman Chemical Co.	208,697		16,785
FMC Corp.	7,200		476
LyondellBasell Industries NV Class A	306,016		21,026
Monsanto Co.	326,312		32,233
Potash Corp. of Saskatchewan, Inc.	10,800		313
PPG Industries, Inc.	107,693		17,278
Royal DSM NV	19,800		1,391
RPM International, Inc.	409,045		14,415
W.R. Grace & Co. (a)	39,825		3,059
			147,664
Construction Materials - 0.2%
Lafarge SA (Bearer) (e)	100,900		6,452
Vulcan Materials Co.	284,130		13,405
			19,857
Containers & Packaging - 0.3%
Nampak Ltd.	2,559,600		8,276
Rock-Tenn Co. Class A	131,957		15,089
			23,365
Metals & Mining - 1.0%
Commercial Metals Co.	290,896		4,506
Freeport-McMoRan Copper & Gold, Inc.	467,995		13,235
Goldcorp, Inc.	643,100		18,139
Ivanplats Ltd. (g)	7,025,028		9,918
Randgold Resources Ltd. sponsored ADR	225,856		16,774
Turquoise Hill Resources Ltd. (a)	3,201,536		12,811
Walter Energy, Inc. (e)	384,400		4,301
			79,684
Paper & Forest Products - 0.2%
Boise Cascade Co.	152,400		4,033
International Paper Co.	321,858		15,549
			19,582
TOTAL MATERIALS			290,152
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 0.3%
CenturyLink, Inc.	488,772		$ 17,522
Verizon Communications, Inc.	144,058		7,128
			24,650
Wireless Telecommunication Services - 0.7%
Megafon OJSC GDR	166,500		5,286
Mobile TeleSystems OJSC sponsored ADR (e)	449,582		8,762
SBA Communications Corp. Class A (a)	244,961		18,149
SoftBank Corp.	93,400		5,953
Vodafone Group PLC	4,915,700		14,723
			52,873
TOTAL TELECOMMUNICATION SERVICES			77,523
UTILITIES - 2.0%
Electric Utilities - 0.8%
Edison International	448,224		22,344
ITC Holdings Corp.	272,272		24,986
NextEra Energy, Inc.	93,711		8,116
Northeast Utilities	258,042		11,460
			66,906
Independent Power Producers & Energy Traders - 0.3%
The AES Corp.	2,065,096		25,690
Multi-Utilities - 0.9%
CenterPoint Energy, Inc.	328,845		8,162
PG&E Corp.	494,102		22,674
Sempra Energy	467,142		40,936
			71,772
TOTAL UTILITIES			164,368
TOTAL COMMON STOCKS (Cost $6,380,449)		8,142,973
Preferred Stocks - 0.2%

Convertible Preferred Stocks - 0.1%
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Unisys Corp. Series A, 6.25%	92,200		6,645
Preferred Stocks - continued
	Shares		Value (000s)
Nonconvertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.1%
Volkswagen AG	42,400		$ 10,077
TOTAL PREFERRED STOCKS (Cost $14,752)		16,722

Corporate Bonds - 0.6%
		Principal Amount (000s) (d)
Convertible Bonds - 0.5%
ENERGY - 0.2%
Energy Equipment & Services - 0.1%
Cal Dive International, Inc. 5% 7/15/17 (g)		$ 2,600		2,767
Vantage Drilling Co. 5.5% 7/15/43 (g)		3,590		3,850
				6,617
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17		7,356		5,191
BPZ Energy, Inc. 6.5% 3/1/15		3,620		3,118
				8,309
TOTAL ENERGY				14,926
HEALTH CARE - 0.2%
Biotechnology - 0.2%
Exelixis, Inc. 4.25% 8/15/19		9,070		9,416
InterMune, Inc. 2.5% 12/15/17		2,810		3,920
Theravance, Inc. 2.125% 1/15/23		3,620		5,591
				18,927
INDUSTRIALS - 0.0%
Building Products - 0.0%
Aspen Aerogels, Inc. 8% 6/1/14 (i)		4,618		4,618
INFORMATION TECHNOLOGY - 0.1%
Semiconductors & Semiconductor Equipment - 0.1%
GT Advanced Technologies, Inc. 3% 10/1/17		7,010		6,716
TOTAL CONVERTIBLE BONDS				45,187
Corporate Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
Nonconvertible Bonds - 0.1%
FINANCIALS - 0.1%
Commercial Banks - 0.1%
Bank of Ireland 10% 7/30/16	EUR	5,542		$ 7,690
TOTAL CORPORATE BONDS (Cost $49,606)			52,877

Money Market Funds - 1.1%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	40,756,325		40,756
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	48,253,958		48,254
TOTAL MONEY MARKET FUNDS (Cost $89,010)		89,010
TOTAL INVESTMENT PORTFOLIO - 100.4% (Cost $6,533,817)		8,301,582
NET OTHER ASSETS (LIABILITIES) - (0.4)%		(29,682)
NET ASSETS - 100%		$ 8,271,900

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Affiliated company

(g) 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 $31,061,000 or 0.4% of net assets.

(h) Security or a portion of the security sold on a delayed delivery basis.

(i) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $7,220,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aspen Aerogels, Inc. 8% 6/1/14	6/1/11 - 12/31/12	$ 4,618
Mood Media Corp.	2/2/11	$ 1,799
Velti PLC	4/19/13	$ 2,459

* Amount represents less than $1,000

Affiliated Central Funds

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

Fund	Income earned (Amount in thousands)
Fidelity Cash Central Fund	$ 61
Fidelity Securities Lending Cash Central Fund	4,270
Total	$ 4,331

Other Affiliated Issuers

Affiliate (Amount in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Body Central Corp.	$ 10,585	$ 360	$ 5,769	$ -	$ -
Double Eagle Petroleum Co.	3,787	282	387	-	3,050
Emerald Oil, Inc.	-	4,260	6,750	-	-
Emerald Oil, Inc. warrants 2/4/16	-	-	-	-	-
GeoEye, Inc.	31,912	-	38,071	-	-
LTX-Credence Corp.	14,900	898	7,771	-	-
PICO Holdings, Inc.	33,875	57	4,350	-	26,509
TAG Oil Ltd.	11,208	9,234	-	-	13,370
TAG Oil Ltd. (144A)	1,027	-	-	-	548
Total	$ 107,294	$ 15,091	$ 63,098	$ -	$ 43,477

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,064,834	$ 1,055,589	$ 9,245	$ -
Consumer Staples	862,793	820,556	42,237	-
Energy	835,321	835,321	-	-
Financials	1,325,057	1,320,820	4,237	-
Health Care	1,123,623	1,041,859	81,764	-
Industrials	1,035,096	1,020,913	14,183	-
Information Technology	1,380,928	1,379,261	1,667	-
Materials	290,152	290,152	-	-
Telecommunication Services	77,523	62,800	14,723	-
Utilities	164,368	164,368	-	-
Corporate Bonds	52,877	-	48,259	4,618
Money Market Funds	89,010	89,010	-	-
Total Investments in Securities:	$ 8,301,582	$ 8,080,649	$ 216,315	$ 4,618

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

United States of America	81.6%
United Kingdom	2.5%
Canada	2.2%
Ireland	1.5%
Bermuda	1.5%
Switzerland	1.4%
Netherlands	1.2%
France	1.1%
Japan	1.0%
Others (Individually Less Than 1%)	6.0%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

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

Assets
Investment in securities, at value (including securities loaned of $46,687) - See accompanying schedule: Unaffiliated issuers (cost $6,374,693)	$ 8,169,095
Fidelity Central Funds (cost $89,010)	89,010
Other affiliated issuers (cost $70,114)	43,477
Total Investments (cost $6,533,817)		$ 8,301,582
Foreign currency held at value (cost $198)		198
Receivable for investments sold Regular delivery		78,235
Delayed delivery		110
Receivable for fund shares sold		3,619
Dividends receivable		5,133
Interest receivable		1,427
Distributions receivable from Fidelity Central Funds		280
Other receivables		864
Total assets		8,391,448

Liabilities
Payable for investments purchased	$ 60,824
Payable for fund shares redeemed	6,282
Accrued management fee	2,468
Other affiliated payables	1,192
Other payables and accrued expenses	528
Collateral on securities loaned, at value	48,254
Total liabilities		119,548

Net Assets		$ 8,271,900
Net Assets consist of:
Paid in capital		$ 5,901,943
Undistributed net investment income		41,183
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		561,017
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,767,757
Net Assets		$ 8,271,900

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

Annual Report

Statement of Assets and Liabilities - continued

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

Dividend Growth: Net Asset Value, offering price and redemption price per share ($6,632,538 ÷ 187,715 shares)		$ 35.33

Class K: Net Asset Value, offering price and redemption price per share ($1,639,362 ÷ 46,392 shares)		$ 35.34

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended July 31, 2013

Investment Income
Dividends		$ 134,847
Interest		3,928
Income from Fidelity Central Funds		4,331
Total income		143,106

Expenses
Management fee Basic fee	$ 42,265
Performance adjustment	(11,294)
Transfer agent fees	12,918
Accounting and security lending fees	1,211
Custodian fees and expenses	342
Independent trustees' compensation	49
Registration fees	84
Audit	88
Legal	33
Miscellaneous	72
Total expenses before reductions	45,768
Expense reductions	(932)	44,836
Net investment income (loss)		98,270
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	716,355
Other affiliated issuers	(17,267)
Foreign currency transactions	(365)
Total net realized gain (loss)		698,723
Change in net unrealized appreciation (depreciation) on: Investment securities	1,016,146
Assets and liabilities in foreign currencies	28
Total change in net unrealized appreciation (depreciation)		1,016,174
Net gain (loss)		1,714,897
Net increase (decrease) in net assets resulting from operations		$ 1,813,167

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 98,270	$ 62,998
Net realized gain (loss)	698,723	282,332
Change in net unrealized appreciation (depreciation)	1,016,174	(523,395)
Net increase (decrease) in net assets resulting from operations	1,813,167	(178,065)
Distributions to shareholders from net investment income	(73,780)	(42,120)
Distributions to shareholders from net realized gain	(120,844)	(5,141)
Total distributions	(194,624)	(47,261)
Share transactions - net increase (decrease)	(472,835)	(2,591,197)
Total increase (decrease) in net assets	1,145,708	(2,816,523)

Net Assets
Beginning of period	7,126,192	9,942,715
End of period (including undistributed net investment income of $41,183 and undistributed net investment income of $20,016, respectively)	$ 8,271,900	$ 7,126,192

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

Annual Report

Financial Highlights - Dividend Growth

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 28.61	$ 28.96	$ 23.84	$ 20.25	$ 25.40
Income from Investment Operations
Net investment income (loss) ^B	.40	.20	.12	.13 ^E	.24
Net realized and unrealized gain (loss)	7.12	(.41)	5.23	3.63	(4.01)
Total from investment operations	7.52	(.21)	5.35	3.76	(3.77)
Distributions from net investment income	(.30)	(.12)	(.15)	(.12)	(.37)
Distributions from net realized gain	(.50)	(.02)	(.08)	(.05)	(1.01)
Total distributions	(.80)	(.14)	(.23)	(.17)	(1.38) ^H
Net asset value, end of period	$ 35.33	$ 28.61	$ 28.96	$ 23.84	$ 20.25
Total Return ^A	26.83%	(.67)%	22.57%	18.59%	(15.33)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	.63%	.91%	.93%	.93%	.62%
Expenses net of fee waivers, if any	.63%	.91%	.93%	.93%	.62%
Expenses net of all reductions	.62%	.91%	.93%	.92%	.62%
Net investment income (loss)	1.26%	.75%	.44%	.56% ^E	1.34%
Supplemental Data
Net assets, end of period (in millions)	$ 6,633	$ 5,905	$ 9,309	$ 7,730	$ 6,603
Portfolio turnover rate ^D	69%	63% ^G	67%	85%	177%

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

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

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

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

^G Portfolio turnover rate excludes securities received or delivered in-kind.

^H Total distributions of $1.38 per share is comprised of distributions from net investment income of $.374 and distributions from net realized gain of $1.005 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 28.62	$ 28.98	$ 23.86	$ 20.26	$ 25.41
Income from Investment Operations
Net investment income (loss) ^B	.45	.25	.17	.18 ^E	.26
Net realized and unrealized gain (loss)	7.12	(.43)	5.22	3.63	(4.00)
Total from investment operations	7.57	(.18)	5.39	3.81	(3.74)
Distributions from net investment income	(.35)	(.17)	(.20)	(.16)	(.41)
Distributions from net realized gain	(.50)	(.02)	(.08)	(.05)	(1.01)
Total distributions	(.85)	(.18) ^J	(.27) ^I	(.21)	(1.41) ^H
Net asset value, end of period	$ 35.34	$ 28.62	$ 28.98	$ 23.86	$ 20.26
Total Return ^A	27.04%	(.52)%	22.79%	18.86%	(15.16)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	.48%	.75%	.78%	.72%	.40%
Expenses net of fee waivers, if any	.48%	.75%	.78%	.72%	.40%
Expenses net of all reductions	.47%	.75%	.77%	.71%	.39%
Net investment income (loss)	1.41%	.91%	.60%	.76% ^E	1.57%
Supplemental Data
Net assets, end of period (in millions)	$ 1,639	$ 1,221	$ 634	$ 355	$ 202
Portfolio turnover rate ^D	69%	63% ^G	67%	85%	177%

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

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

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

^G Portfolio turnover rate excludes securities received or delivered in-kind.

^H Total distributions of $1.41 per share is comprised of distributions from net investment income of $.407 and distributions from net realized gain of $1.005 per share.

^I Total distributions of $.27 per share is comprised of distributions from net investment income of $.197 and distributions from net realized gain of $.077 per share.

^J Total distributions of $.18 per share is comprised of distributions from net investment income of $.169 and distributions from net realized gain of $.015 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2013

(Amounts in thousands except percentages)

1. Organization.

Fidelity Dividend Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Dividend Growth and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. 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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, equity-debt classifications, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 1,952,043
Gross unrealized depreciation	(195,354)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,756,689

Tax Cost	$ 6,544,893

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

Undistributed ordinary income	$ 195,503
Undistributed long-term capital gain	$ 418,131
Net unrealized appreciation (depreciation)	$ 1,756,680

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	July 31, 2013	July 31, 2012
Ordinary Income	$ 80,019	$ 47,261
Long-term Capital Gains	114,605	-
Total	$ 194,624	$ 47,261

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,170,881 and $5,672,803, respectively.

5. Fees and Other Transactions with Affiliates.

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5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Dividend Growth as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .41% of the Fund's average net assets.

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

	Amount	% of Average Net Assets
Dividend Growth	$ 12,226	.20
Class K	692	.05
	$ 12,918

6. Committed Line of Credit.

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit - continued

amounted to $18 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $119. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,270, including $251 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom FMR places trades include an amount in addition to trade execution, which is rebated back to the Fund to offset certain expenses. This amount totaled $916 for the period. Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by four hundred and nine dollars.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $16.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2013	2012
From net investment income
Dividend Growth	$ 58,843	$ 37,592
Class K	14,937	4,528
Total	$ 73,780	$ 42,120
From net realized gain
Dividend Growth	$ 99,450	$ 4,761
Class K	21,394	380
Total	$ 120,844	$ 5,141

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2013	2012	2013	2012
Dividend Growth
Shares sold	18,652	28,017	$ 585,373	$ 753,110
Reinvestment of distributions	4,994	1,596	147,845	40,357
Shares redeemed	(42,352)	(144,643)^A	(1,323,760)	(3,948,966)^A
Net increase (decrease)	(18,706)	(115,030)	$ (590,542)	$ (3,155,499)
Class K
Shares sold	13,098	29,433	$ 414,093	$ 801,392
Reinvestment of distributions	1,228	194	36,331	4,908
Shares redeemed	(10,587)	(8,851)	(332,717)	(241,998)
Net increase (decrease)	3,739	20,776	$ 117,707	$ 564,302

^A Amount included in-kind redemptions

11. Other.

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Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Dividend 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 Dividend Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2013, 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 Dividend 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 July 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2013

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Trustees and Officers

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Trustees and Officers - continued

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (1957)
	Year of Election or Appointment: 2011 Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Annual Report

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (1969)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2008-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (1965)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Vice President of other Fidelity funds (2013-present), Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds (2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (1968)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (1969)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (1968)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (1958)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (1968)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Joseph F. Zambello (1957)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (1967)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present), Deputy Treasurer (2008-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (1971)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
	Year of Election or Appointment: 2013 Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Deputy Treasurer of other Fidelity funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Stephanie J. Dorsey (1969)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer (2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Gary W. Ryan (1958)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (1968)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Dividend Growth Fund voted to pay on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
Dividend Growth	9/9/13	9/06/13	$0.174	$2.46

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2013 $500,005,624, or, if subsequently determined to be different, the net capital gain of such year.

Dividend Growth designates 100% and 93% of the dividends distributed in September 2012 and December 2012, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Dividend Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Dividend Growth Fund

dgf498244

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

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

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Dividend Growth Fund

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Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.,
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) dgf498248
1-800-544-5555

Automated line for quickest service

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

DGF-UANN-0913
1.789245.110

Fidelity®

Dividend Growth

Fund -

Class K

Annual Report

July 31, 2013

(Fidelity Cover Art)

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2013	Past 1 year	Past 5 years	Past 10 years
Class K ^A	27.04%	9.37%	6.68%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Dividend Growth Fund - Class K on July 31, 2003. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

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Annual Report

Management's Discussion of Fund Performance

Comments from Lawrence Rakers, Portfolio Manager of Fidelity® Dividend Growth Fund: For the year, the fund's Class K shares returned 27.04%, topping the S&P 500®. When constructing the portfolio, I try to strike a balance between growth potential and income. For example, I avoided or significantly underweighted some lagging large-cap index stocks that had healthy dividend yields but, in my view, unexciting growth prospects, including telecommunication services carrier AT&T, energy major Exxon Mobil, information technology services provider IBM and personal computer chip manufacturer Intel, the four largest contributors to the fund's performance versus the index. Additionally, overweighting stocks in the mid-cap category worked in the fund's favor. Noteworthy individual contributors included non-index stakes in Green Mountain Coffee Roasters and Brookdale Senior Living. Conversely, the fund was hampered by weak picks in materials, where Ivanplats and Turquoise Hill Resources, both Canada-based metals miners, fared poorly, as did U.K.-headquartered gold miner Randgold Resources. Relatively light representation and unrewarding picks in diversified financials - in particular, underweighting strong-performing index component Bank of America - also worked against the fund's results. During the period, I significantly boosted the fund's allocation to this group.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2013 to July 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2013	Ending Account Value July 31, 2013	Expenses Paid During Period* February 1, 2013 to July 31, 2013
Dividend Growth	.58%
Actual		$ 1,000.00	$ 1,122.30	$ 3.05
Hypothetical^A		$ 1,000.00	$ 1,021.92	$ 2.91
Class K	.44%
Actual		$ 1,000.00	$ 1,123.00	$ 2.32
Hypothetical^A		$ 1,000.00	$ 1,022.61	$ 2.21

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.8	3.1
Wells Fargo & Co.	1.7	1.7
General Electric Co.	1.7	1.0
Citigroup, Inc.	1.7	1.3
Google, Inc. Class A	1.6	1.5
Procter & Gamble Co.	1.4	1.2
JPMorgan Chase & Co.	1.4	0.9
Bank of America Corp.	1.3	0.0
Johnson & Johnson	1.3	1.4
Philip Morris International, Inc.	1.2	1.1
	16.1
Top Five Market Sectors as of July 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.8	18.5
Financials	16.1	14.1
Health Care	13.8	12.7
Consumer Discretionary	12.9	12.3
Industrials	12.5	12.6

Asset Allocation (% of fund's net assets)
As of July 31, 2013*			As of January 31, 2013**
	Stocks 98.6%			Stocks 98.6%
	Bonds 0.1%			Bonds 0.1%
	Convertible Securities 0.6%			Convertible Securities 0.7%
	Short-Term Investments and Net Other Assets (Liabilities) 0.7%			Short-Term Investments and Net Other Assets (Liabilities) 0.6%
* Foreign investments		18.4%	** Foreign investments		18.8%

dgf498272

Annual Report

Investments July 31, 2013

Showing Percentage of Net Assets

Common Stocks - 98.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.8%
Auto Components - 0.2%
Delphi Automotive PLC	278,506		$ 14,961
Johnson Controls, Inc.	86,242		3,468
			18,429
Automobiles - 0.7%
Ford Motor Co.	2,243,730		37,874
Harley-Davidson, Inc.	160,035		9,085
Honda Motor Co. Ltd.	249,600		9,245
			56,204
Diversified Consumer Services - 0.7%
Anhanguera Educacional Participacoes SA	2,186,400		13,254
H&R Block, Inc.	1,184,428		37,227
Kroton Educacional SA	702,800		10,012
			60,493
Hotels, Restaurants & Leisure - 1.6%
Brinker International, Inc.	818,163		32,849
Icahn Enterprises LP rights (a)	1,067,316		0
Las Vegas Sands Corp.	114,960		6,388
Penn National Gaming, Inc. (a)	21,600		1,080
Starbucks Corp.	388,344		27,666
Texas Roadhouse, Inc. Class A	543,764		13,290
Wyndham Worldwide Corp.	285,533		17,789
Yum! Brands, Inc.	426,150		31,075
			130,137
Household Durables - 0.4%
Harman International Industries, Inc.	19,800		1,198
Taylor Wimpey PLC	5,248,749		8,504
Toll Brothers, Inc. (a)	226,805		7,455
Whirlpool Corp.	111,778		14,972
			32,129
Leisure Equipment & Products - 0.4%
Amer Group PLC (A Shares)	333,861		6,631
Brunswick Corp.	175,321		6,618
Polaris Industries, Inc.	138,104		15,487
			28,736
Media - 4.3%
CBS Corp. Class B	1,015,907		53,681
Comcast Corp. Class A	1,803,406		81,298
Ipsos SA	115,900		4,121
MDC Partners, Inc. Class A (sub. vtg.)	998,439		24,572
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Mood Media Corp. (a)(h)(i)	888,800		$ 935
Omnicom Group, Inc.	246,226		15,825
Pico Far East Holdings Ltd.	628,000		219
Smiles SA	883,300		10,841
The Walt Disney Co.	659,229		42,619
Time Warner, Inc.	514,307		32,021
Twenty-First Century Fox, Inc. Class A	1,137,693		33,994
Valassis Communications, Inc.	152,155		4,356
Viacom, Inc. Class B (non-vtg.)	648,423		47,186
			351,668
Multiline Retail - 0.0%
The Bon-Ton Stores, Inc.	187,100		3,529
Specialty Retail - 3.7%
American Eagle Outfitters, Inc.	865,752		17,003
Ascena Retail Group, Inc. (a)	238,728		4,557
Body Central Corp. (a)	573,065		6,911
Express, Inc. (a)	568,801		12,826
Foot Locker, Inc.	231,743		8,373
Francescas Holdings Corp. (a)	162,375		4,037
GNC Holdings, Inc.	206,500		10,899
Home Depot, Inc.	971,864		76,806
Kingfisher PLC	1,621,400		9,805
L Brands, Inc.	303,218		16,910
Lowe's Companies, Inc.	1,062,808		47,380
OfficeMax, Inc.	863,181		9,832
Rent-A-Center, Inc.	625,257		25,004
Ross Stores, Inc.	165,491		11,166
Staples, Inc.	1,184,806		20,165
TJX Companies, Inc.	510,970		26,591
			308,265
Textiles, Apparel & Luxury Goods - 0.8%
Coach, Inc.	143,694		7,634
Kering SA (e)	62,904		14,402
Kering SA rights 10/1/13 (a)	61,204		170
NIKE, Inc. Class B	392,168		24,675
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
PVH Corp.	45,275		$ 5,967
VF Corp.	62,531		12,319
			65,167
TOTAL CONSUMER DISCRETIONARY			1,054,757
CONSUMER STAPLES - 10.4%
Beverages - 2.6%
Anheuser-Busch InBev SA NV	266,200		25,598
Beam, Inc.	97,074		6,309
Coca-Cola Enterprises, Inc.	211,920		7,955
Cott Corp.	1,102,100		9,217
Dr. Pepper Snapple Group, Inc.	641,778		29,997
Molson Coors Brewing Co. Class B	93,400		4,676
Monster Beverage Corp. (a)	418,325		25,514
Remy Cointreau SA	38,000		3,934
SABMiller PLC	219,800		10,768
The Coca-Cola Co.	2,235,502		89,599
			213,567
Food & Staples Retailing - 1.8%
CVS Caremark Corp.	958,037		58,910
Kroger Co.	749,620		29,438
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	177,460		9,162
Wal-Mart Stores, Inc.	117,374		9,148
Walgreen Co.	878,558		44,148
			150,806
Food Products - 1.9%
Amira Nature Foods Ltd.	586,439		4,750
Archer Daniels Midland Co.	513,395		18,724
Bunge Ltd.	172,367		13,102
Danone SA	15,972		1,262
Green Mountain Coffee Roasters, Inc. (a)	256,810		19,821
Hilton Food Group PLC	665,674		4,122
Ingredion, Inc.	204,752		13,759
Kellogg Co.	348,785		23,104
Marine Harvest ASA	9,142,378		9,216
Mead Johnson Nutrition Co. Class A	147,044		10,711
Mondelez International, Inc.	1,224,744		38,298
			156,869
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Household Products - 2.1%
Energizer Holdings, Inc.	288,229		$ 29,342
Procter & Gamble Co.	1,488,053		119,491
Svenska Cellulosa AB (SCA) (B Shares)	650,480		17,215
Unicharm Corp. (e)	78,800		4,201
			170,249
Personal Products - 0.2%
Hengan International Group Co. Ltd.	652,500		7,168
Herbalife Ltd.	199,300		13,054
			20,222
Tobacco - 1.8%
Altria Group, Inc.	18,671		655
British American Tobacco PLC (United Kingdom)	311,900		16,639
Japan Tobacco, Inc.	1,022,600		35,772
Philip Morris International, Inc.	1,099,053		98,014
			151,080
TOTAL CONSUMER STAPLES			862,793
ENERGY - 10.1%
Energy Equipment & Services - 3.5%
BW Offshore Ltd.	8,762,498		11,569
Cameron International Corp. (a)	664,989		39,434
Ensco PLC Class A	766,567		43,955
Essential Energy Services Ltd.	3,613,600		9,147
Halliburton Co.	732,459		33,100
National Oilwell Varco, Inc.	732,461		51,397
Noble Corp.	397,823		15,197
Schlumberger Ltd.	645,410		52,491
ShawCor Ltd.	86,200		3,873
Vantage Drilling Co. (a)	7,095,626		13,056
Xtreme Drilling & Coil Services Corp. (a)	3,438,460		12,387
Xtreme Drilling & Coil Services Corp. (g)	1,117,800		4,027
			289,633
Oil, Gas & Consumable Fuels - 6.6%
Access Midstream Partners LP	293,561		13,789
Americas Petrogas, Inc. (a)	1,310,800		1,493
Americas Petrogas, Inc. (a)(g)	2,665,500		3,036
Anadarko Petroleum Corp.	394,725		34,941
Apache Corp.	211,420		16,966
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Atlas Energy LP	79,534		$ 4,196
Atlas Pipeline Partners LP	387,221		14,676
BPZ Energy, Inc. (a)(e)	2,730,178		6,580
Cabot Oil & Gas Corp.	129,000		9,781
Cimarex Energy Co.	116,689		8,919
Coal India Ltd.	139,162		644
Cobalt International Energy, Inc. (a)	709,915		20,481
Concho Resources, Inc. (a)	169,074		15,164
ConocoPhillips	222,758		14,448
Crown Point Energy, Inc. (g)(h)	1,619,916		339
Double Eagle Petroleum Co. (a)(f)	873,975		3,050
Emerald Oil, Inc. warrants 2/4/16 (a)	171,198		0
Energen Corp.	381,758		22,863
EOG Resources, Inc.	92,979		13,528
EQT Corp.	228,450		19,761
Halcon Resources Corp. (a)	910,000		4,987
InterOil Corp. (a)(e)	334,378		28,656
Magellan Midstream Partners LP	89,822		4,911
Marathon Oil Corp.	287,629		10,458
Marathon Petroleum Corp.	124,536		9,132
Markwest Energy Partners LP	376,828		26,457
Motor Oil (HELLAS) Corinth Refineries SA	21,700		220
Noble Energy, Inc.	150,500		9,405
Northern Oil & Gas, Inc. (a)	2,218,140		29,302
Occidental Petroleum Corp.	567,023		50,493
Painted Pony Petroleum Ltd. (g)	456,400		3,310
Painted Pony Petroleum Ltd. Class A (a)	186,700		1,354
Peabody Energy Corp.	1,030,489		17,065
Phillips 66	310,168		19,075
Phillips 66 Partners LP	157,095		5,085
Royal Dutch Shell PLC Class A sponsored ADR	200,098		13,677
Scorpio Tankers, Inc.	495,100		4,926
Southcross Energy Partners LP	527,828		12,024
Suncor Energy, Inc.	337,900		10,679
Synergy Resources Corp. (a)	598,600		4,639
TAG Oil Ltd. (a)(e)(f)	3,585,500		13,370
TAG Oil Ltd. (f)(g)	146,900		548
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
The Williams Companies, Inc.	1,097,738		$ 37,510
Valero Energy Corp.	104,849		3,750
			545,688
TOTAL ENERGY			835,321
FINANCIALS - 16.0%
Capital Markets - 2.3%
AllianceBernstein Holding LP	709,485		15,751
Ameriprise Financial, Inc.	100,653		8,958
BlackRock, Inc. Class A	79,032		22,284
GP Investments Ltd. Class A (depositary receipt) (a)	3,540,079		5,741
Invesco Ltd.	588,479		18,943
KKR & Co. LP	601,705		12,305
Monex Group, Inc.	35,129		14,208
Morgan Stanley	801,899		21,820
Oaktree Capital Group LLC Class A	279,974		15,116
The Blackstone Group LP	468,715		10,570
UBS AG (NY Shares)	2,348,179		46,189
			191,885
Commercial Banks - 3.3%
Bank of Ireland (a)	124,509		28
Barclays PLC sponsored ADR	1,652,893		28,893
Commerce Bancshares, Inc.	186,332		8,502
Guaranty Trust Bank PLC GDR (Reg. S)	318,323		2,521
Huntington Bancshares, Inc.	125,890		1,076
Itau Unibanco Holding SA sponsored ADR	485,257		6,187
M&T Bank Corp.	68,449		7,999
Nordea Bank AB	827,600		10,481
PNC Financial Services Group, Inc.	305,803		23,256
Sberbank (Savings Bank of the Russian Federation) sponsored ADR	390,100		4,521
U.S. Bancorp	1,010,715		37,720
Wells Fargo & Co.	3,280,127		142,686
			273,870
Consumer Finance - 0.8%
Capital One Financial Corp.	712,667		49,188
SLM Corp.	734,300		18,145
			67,333
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 5.2%
Bank of America Corp.	7,427,827		$ 108,446
Citigroup, Inc.	2,571,171		134,061
IntercontinentalExchange, Inc. (a)	7,900		1,441
JPMorgan Chase & Co.	2,083,059		116,089
McGraw-Hill Companies, Inc.	520,386		32,191
ORIX Corp.	659,800		9,805
PICO Holdings, Inc. (a)(f)	1,210,990		26,509
			428,542
Insurance - 2.5%
ACE Ltd.	185,252		16,928
AFLAC, Inc.	268,881		16,585
Allied World Assurance Co. Holdings Ltd.	87,329		8,266
Arthur J. Gallagher & Co.	154,592		6,861
Assured Guaranty Ltd.	1,773,784		38,385
Axis Capital Holdings Ltd.	98,029		4,270
Everest Re Group Ltd.	68,392		9,132
Fidelity National Financial, Inc. Class A	947,797		23,202
Marsh & McLennan Companies, Inc.	237,339		9,937
MetLife, Inc.	626,123		30,317
ProAssurance Corp.	19,533		1,046
Prudential Financial, Inc.	254,116		20,068
Prudential PLC	236,985		4,209
The Travelers Companies, Inc.	205,096		17,136
			206,342
Real Estate Investment Trusts - 1.4%
American Tower Corp.	200,983		14,228
Beni Stabili SpA SIIQ	14,096,400		9,140
CBL & Associates Properties, Inc.	485,556		11,056
Corrections Corp. of America	125,668		4,153
Cousins Properties, Inc.	1,138,286		11,667
Education Realty Trust, Inc.	912,700		8,607
Lexington Corporate Properties Trust	632,940		7,937
Parkway Properties, Inc.	212,700		3,722
Piedmont Office Realty Trust, Inc. Class A	239,000		4,324
Prologis, Inc.	232,493		8,918
Retail Properties America, Inc.	125,705		1,771
Simon Property Group, Inc.	33,821		5,413
SL Green Realty Corp.	48,956		4,438
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Westfield Group unit	720,383		$ 7,265
Weyerhaeuser Co.	572,558		16,261
			118,900
Real Estate Management & Development - 0.4%
CBRE Group, Inc. (a)	1,079,469		25,011
CSI Properties Ltd.	92,130,000		3,801
Jones Lang LaSalle, Inc.	14,344		1,306
LEG Immobilien AG	36,192		1,820
			31,938
Thrifts & Mortgage Finance - 0.1%
Radian Group, Inc.	444,600		6,247
TOTAL FINANCIALS			1,325,057
HEALTH CARE - 13.6%
Biotechnology - 3.2%
Agios Pharmaceuticals, Inc.	115,200		3,359
Alexion Pharmaceuticals, Inc. (a)	85,800		9,973
Alnylam Pharmaceuticals, Inc. (a)	534,300		24,669
Amgen, Inc.	540,309		58,510
Biogen Idec, Inc. (a)	126,581		27,611
Bluebird Bio, Inc.	100,701		3,135
Gilead Sciences, Inc. (a)	1,059,863		65,129
Grifols SA ADR	568,297		18,038
Infinity Pharmaceuticals, Inc. (a)	674,412		14,284
Insmed, Inc. (a)	118,712		1,319
Isis Pharmaceuticals, Inc. (a)	331,000		9,549
KaloBios Pharmaceuticals, Inc.	150,700		907
KaloBios Pharmaceuticals, Inc. (g)	454,437		2,736
Merrimack Pharmaceuticals, Inc. (a)	391,800		1,873
Theravance, Inc. (a)	675,004		26,028
			267,120
Health Care Equipment & Supplies - 1.3%
Ansell Ltd.	216,050		3,600
Baxter International, Inc.	301,517		22,023
Boston Scientific Corp. (a)	1,494,058		16,315
Covidien PLC	222,784		13,730
Genmark Diagnostics, Inc. (a)	807,700		7,673
Hill-Rom Holdings, Inc.	276,883		10,264
Medtronic, Inc.	14,400		795
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Stryker Corp.	381,077		$ 26,851
Zimmer Holdings, Inc.	109,658		9,154
			110,405
Health Care Providers & Services - 3.2%
Accretive Health, Inc. (a)	518,455		5,174
AmerisourceBergen Corp.	418,087		24,362
AmSurg Corp. (a)	212,753		8,321
BioScrip, Inc. (a)	160,910		2,615
Brookdale Senior Living, Inc. (a)	1,618,439		47,129
Catamaran Corp. (a)	79,000		4,161
DaVita, Inc. (a)	126,075		14,676
Emeritus Corp. (a)	603,933		14,005
Express Scripts Holding Co. (a)	630,457		41,326
McKesson Corp.	214,640		26,328
Qualicorp SA (a)	897,300		6,568
Quest Diagnostics, Inc.	280,310		16,345
UnitedHealth Group, Inc.	702,175		51,153
			262,163
Life Sciences Tools & Services - 0.2%
Agilent Technologies, Inc.	193,889		8,673
Lonza Group AG	97,821		7,526
			16,199
Pharmaceuticals - 5.7%
AbbVie, Inc.	974,540		44,322
Actavis, Inc. (a)	168,673		22,648
Allergan, Inc.	42,000		3,827
Biodelivery Sciences International, Inc. (a)	1,210,638		5,230
Bristol-Myers Squibb Co.	28,719		1,242
Cadence Pharmaceuticals, Inc. (a)	2,091,940		15,627
Dechra Pharmaceuticals PLC	369,717		3,841
Endo Health Solutions, Inc. (a)	290,674		11,179
GlaxoSmithKline PLC	801,023		20,493
Horizon Pharma, Inc. (a)(e)	3,209,598		8,088
Horizon Pharma, Inc.:
warrants 2/28/17 (a)	253,903		0 *
warrants 9/25/17 (a)	932,200		1
Jazz Pharmaceuticals PLC (a)	16,097		1,215
Johnson & Johnson	1,132,316		105,872
Merck & Co., Inc.	1,336,814		64,394
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Novo Nordisk A/S Series B	116,837		$ 19,823
Perrigo Co.	34,500		4,291
Pfizer, Inc.	1,494,239		43,677
Sanofi SA	395,924		41,447
Teva Pharmaceutical Industries Ltd. sponsored ADR	326,750		12,972
Valeant Pharmaceuticals International, Inc. (Canada) (a)	201,991		18,742
Warner Chilcott PLC	882,450		18,805
			467,736
TOTAL HEALTH CARE			1,123,623
INDUSTRIALS - 12.5%
Aerospace & Defense - 2.0%
Astronics Corp. (a)	43,200		1,707
Finmeccanica SpA (a)(e)	939,566		4,910
General Dynamics Corp.	107,917		9,210
Honeywell International, Inc.	504,471		41,861
Meggitt PLC	1,904,110		15,859
Textron, Inc.	455,952		12,484
The Boeing Co.	79,000		8,303
United Technologies Corp.	664,926		70,196
			164,530
Air Freight & Logistics - 0.4%
United Parcel Service, Inc. Class B	400,710		34,782
Airlines - 0.1%
Copa Holdings SA Class A	18,033		2,510
easyJet PLC	123,200		2,646
			5,156
Building Products - 0.6%
A.O. Smith Corp.	158,012		6,529
Masco Corp.	1,911,369		39,221
			45,750
Commercial Services & Supplies - 0.6%
Iron Mountain, Inc.	395,171		10,986
KAR Auction Services, Inc.	21,500		547
Multiplus SA	839,400		11,358
Republic Services, Inc.	405,917		13,765
Swisher Hygiene, Inc. (a)	2,081,064		1,675
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Waste Management, Inc.	259,086		$ 10,889
West Corp.	174,000		3,821
			53,041
Construction & Engineering - 0.3%
Boart Longyear Ltd.	3,560,729		1,648
Fluor Corp.	104,872		6,561
MasTec, Inc. (a)	112,139		3,701
URS Corp.	226,724		10,543
			22,453
Electrical Equipment - 1.9%
Alstom SA	361,384		12,221
AMETEK, Inc.	256,842		11,887
Bharat Heavy Electricals Ltd.	1,340,049		3,486
Eaton Corp. PLC	289,245		19,943
Emerson Electric Co.	423,816		26,010
Generac Holdings, Inc.	458,494		19,876
Hubbell, Inc. Class B	118,067		12,674
Polypore International, Inc. (a)	201,347		8,455
Prysmian SpA	675,700		13,735
Regal-Beloit Corp.	228,766		14,797
Roper Industries, Inc.	105,858		13,334
			156,418
Industrial Conglomerates - 2.0%
3M Co.	46,800		5,496
Alliance Global Group, Inc.	395,500		239
Carlisle Companies, Inc.	124,000		8,400
General Electric Co.	5,759,075		140,349
Koninklijke Philips Electronics NV	443,500		14,183
			168,667
Machinery - 2.3%
Andritz AG	82,700		4,461
Cummins, Inc.	167,984		20,358
Dover Corp.	53,195		4,556
GEA Group AG	158,184		6,527
Global Brass & Copper Holdings, Inc.	389,900		7,264
Harsco Corp.	403,763		10,401
Illinois Tool Works, Inc.	234,465		16,891
Ingersoll-Rand PLC	521,961		31,866
Manitowoc Co., Inc.	1,221,919		25,086
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Pentair Ltd.	319,562		$ 19,519
Stanley Black & Decker, Inc.	384,996		32,578
Timken Co.	154,683		9,037
Weg SA	269,600		3,309
			191,853
Marine - 0.1%
Ardmore Shipping Corp.	502,600		7,036
Ultrapetrol (Bahamas) Ltd. (a)	1,822,163		5,594
			12,630
Professional Services - 0.7%
CRA International, Inc. (a)	303,982		5,818
Dun & Bradstreet Corp.	323,101		33,483
Manpower, Inc.	79,700		5,330
Michael Page International PLC	1,354,386		9,200
Randstad Holding NV	75,000		3,618
Towers Watson & Co.	25,200		2,123
			59,572
Road & Rail - 1.2%
Con-way, Inc.	208,596		8,646
CSX Corp.	675,822		16,767
Norfolk Southern Corp.	174,220		12,746
Union Pacific Corp.	379,565		60,195
			98,354
Trading Companies & Distributors - 0.3%
Houston Wire & Cable Co.	624,888		9,267
Watsco, Inc.	135,225		12,623
			21,890
TOTAL INDUSTRIALS			1,035,096
INFORMATION TECHNOLOGY - 16.6%
Communications Equipment - 1.9%
Cisco Systems, Inc.	3,661,647		93,555
QUALCOMM, Inc.	987,140		63,720
			157,275
Computers & Peripherals - 3.2%
Apple, Inc.	515,180		233,117
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
NCR Corp. (a)	364,477		$ 13,121
Western Digital Corp.	242,588		15,618
			261,856
Electronic Equipment & Components - 0.6%
Corning, Inc.	872,662		13,256
Jabil Circuit, Inc.	497,524		11,438
TE Connectivity Ltd.	459,696		23,463
			48,157
Internet Software & Services - 2.2%
Active Network, Inc. (a)	1,074,299		9,164
Demandware, Inc. (a)	145,490		6,463
Facebook, Inc. Class A (a)	111,300		4,099
Google, Inc. Class A (a)	148,993		132,246
Mail.Ru Group Ltd.:
GDR (g)	16,600		530
GDR (Reg. S)	264,700		8,457
Velti PLC (a)(e)	3,152,629		3,562
Velti PLC (i)	1,639,166		1,667
Yahoo!, Inc. (a)	564,025		15,843
			182,031
IT Services - 3.1%
Accenture PLC Class A	413,393		30,513
Amdocs Ltd.	279,154		10,739
Cognizant Technology Solutions Corp. Class A (a)	312,144		22,596
EPAM Systems, Inc. (a)	518,505		15,011
EVERTEC, Inc.	148,674		3,553
ExlService Holdings, Inc. (a)	294,059		8,234
Fidelity National Information Services, Inc.	491,135		21,197
MasterCard, Inc. Class A	55,823		34,086
Sapient Corp. (a)	1,016,603		13,938
Total System Services, Inc.	492,029		13,487
Virtusa Corp. (a)	66,454		1,713
Visa, Inc. Class A	453,628		80,297
			255,364
Office Electronics - 0.3%
Xerox Corp.	2,852,181		27,666
Semiconductors & Semiconductor Equipment - 2.2%
Altera Corp.	179,517		6,384
Applied Materials, Inc.	265,975		4,338
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Applied Micro Circuits Corp. (a)	308,235		$ 3,659
ASML Holding NV	549,636		49,412
Avago Technologies Ltd.	600,169		22,014
Broadcom Corp. Class A	211,151		5,821
Freescale Semiconductor Holdings I Ltd. (a)(e)	384,133		6,031
LTX-Credence Corp. (a)	1,375,632		7,373
Maxim Integrated Products, Inc.	362,194		10,359
Microchip Technology, Inc. (e)	53,935		2,143
Micron Technology, Inc. (a)	1,061,096		14,060
Monolithic Power Systems, Inc.	168,606		4,414
NXP Semiconductors NV (a)	390,903		12,763
Samsung Electronics Co. Ltd.	13,300		15,150
Skyworks Solutions, Inc. (a)	956,399		22,973
SunPower Corp. (a)(e)	14,400		398
			187,292
Software - 3.1%
Activision Blizzard, Inc.	1,643,717		29,554
Adobe Systems, Inc. (a)	147,067		6,953
Autodesk, Inc. (a)	132,000		4,671
Check Point Software Technologies Ltd. (a)	180,237		10,149
Citrix Systems, Inc. (a)	325,711		23,458
Comverse, Inc.	290,251		9,091
Constellation Software, Inc.	60,700		8,856
Electronic Arts, Inc. (a)	838,686		21,906
Intuit, Inc.	118,428		7,570
MICROS Systems, Inc. (a)	147,660		7,195
Microsoft Corp.	1,950,293		62,078
Oracle Corp.	1,619,223		52,382
SS&C Technologies Holdings, Inc. (a)	31,664		1,133
Symantec Corp.	361,533		9,646
			254,642
TOTAL INFORMATION TECHNOLOGY			1,374,283
MATERIALS - 3.5%
Chemicals - 1.8%
Albemarle Corp.	123,566		7,662
Ashland, Inc.	140,606		12,210
Axiall Corp.	198,880		8,767
Cabot Corp.	276,992		11,362
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Croda International PLC	18,000		$ 687
Eastman Chemical Co.	208,697		16,785
FMC Corp.	7,200		476
LyondellBasell Industries NV Class A	306,016		21,026
Monsanto Co.	326,312		32,233
Potash Corp. of Saskatchewan, Inc.	10,800		313
PPG Industries, Inc.	107,693		17,278
Royal DSM NV	19,800		1,391
RPM International, Inc.	409,045		14,415
W.R. Grace & Co. (a)	39,825		3,059
			147,664
Construction Materials - 0.2%
Lafarge SA (Bearer) (e)	100,900		6,452
Vulcan Materials Co.	284,130		13,405
			19,857
Containers & Packaging - 0.3%
Nampak Ltd.	2,559,600		8,276
Rock-Tenn Co. Class A	131,957		15,089
			23,365
Metals & Mining - 1.0%
Commercial Metals Co.	290,896		4,506
Freeport-McMoRan Copper & Gold, Inc.	467,995		13,235
Goldcorp, Inc.	643,100		18,139
Ivanplats Ltd. (g)	7,025,028		9,918
Randgold Resources Ltd. sponsored ADR	225,856		16,774
Turquoise Hill Resources Ltd. (a)	3,201,536		12,811
Walter Energy, Inc. (e)	384,400		4,301
			79,684
Paper & Forest Products - 0.2%
Boise Cascade Co.	152,400		4,033
International Paper Co.	321,858		15,549
			19,582
TOTAL MATERIALS			290,152
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 0.3%
CenturyLink, Inc.	488,772		$ 17,522
Verizon Communications, Inc.	144,058		7,128
			24,650
Wireless Telecommunication Services - 0.7%
Megafon OJSC GDR	166,500		5,286
Mobile TeleSystems OJSC sponsored ADR (e)	449,582		8,762
SBA Communications Corp. Class A (a)	244,961		18,149
SoftBank Corp.	93,400		5,953
Vodafone Group PLC	4,915,700		14,723
			52,873
TOTAL TELECOMMUNICATION SERVICES			77,523
UTILITIES - 2.0%
Electric Utilities - 0.8%
Edison International	448,224		22,344
ITC Holdings Corp.	272,272		24,986
NextEra Energy, Inc.	93,711		8,116
Northeast Utilities	258,042		11,460
			66,906
Independent Power Producers & Energy Traders - 0.3%
The AES Corp.	2,065,096		25,690
Multi-Utilities - 0.9%
CenterPoint Energy, Inc.	328,845		8,162
PG&E Corp.	494,102		22,674
Sempra Energy	467,142		40,936
			71,772
TOTAL UTILITIES			164,368
TOTAL COMMON STOCKS (Cost $6,380,449)		8,142,973
Preferred Stocks - 0.2%

Convertible Preferred Stocks - 0.1%
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Unisys Corp. Series A, 6.25%	92,200		6,645
Preferred Stocks - continued
	Shares		Value (000s)
Nonconvertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.1%
Volkswagen AG	42,400		$ 10,077
TOTAL PREFERRED STOCKS (Cost $14,752)		16,722

Corporate Bonds - 0.6%
		Principal Amount (000s) (d)
Convertible Bonds - 0.5%
ENERGY - 0.2%
Energy Equipment & Services - 0.1%
Cal Dive International, Inc. 5% 7/15/17 (g)		$ 2,600		2,767
Vantage Drilling Co. 5.5% 7/15/43 (g)		3,590		3,850
				6,617
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17		7,356		5,191
BPZ Energy, Inc. 6.5% 3/1/15		3,620		3,118
				8,309
TOTAL ENERGY				14,926
HEALTH CARE - 0.2%
Biotechnology - 0.2%
Exelixis, Inc. 4.25% 8/15/19		9,070		9,416
InterMune, Inc. 2.5% 12/15/17		2,810		3,920
Theravance, Inc. 2.125% 1/15/23		3,620		5,591
				18,927
INDUSTRIALS - 0.0%
Building Products - 0.0%
Aspen Aerogels, Inc. 8% 6/1/14 (i)		4,618		4,618
INFORMATION TECHNOLOGY - 0.1%
Semiconductors & Semiconductor Equipment - 0.1%
GT Advanced Technologies, Inc. 3% 10/1/17		7,010		6,716
TOTAL CONVERTIBLE BONDS				45,187
Corporate Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
Nonconvertible Bonds - 0.1%
FINANCIALS - 0.1%
Commercial Banks - 0.1%
Bank of Ireland 10% 7/30/16	EUR	5,542		$ 7,690
TOTAL CORPORATE BONDS (Cost $49,606)			52,877

Money Market Funds - 1.1%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	40,756,325		40,756
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	48,253,958		48,254
TOTAL MONEY MARKET FUNDS (Cost $89,010)		89,010
TOTAL INVESTMENT PORTFOLIO - 100.4% (Cost $6,533,817)		8,301,582
NET OTHER ASSETS (LIABILITIES) - (0.4)%		(29,682)
NET ASSETS - 100%		$ 8,271,900

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Affiliated company

(h) Security or a portion of the security sold on a delayed delivery basis.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aspen Aerogels, Inc. 8% 6/1/14	6/1/11 - 12/31/12	$ 4,618
Mood Media Corp.	2/2/11	$ 1,799
Velti PLC	4/19/13	$ 2,459

* Amount represents less than $1,000

Affiliated Central Funds

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

Fund	Income earned (Amount in thousands)
Fidelity Cash Central Fund	$ 61
Fidelity Securities Lending Cash Central Fund	4,270
Total	$ 4,331

Other Affiliated Issuers

Affiliate (Amount in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Body Central Corp.	$ 10,585	$ 360	$ 5,769	$ -	$ -
Double Eagle Petroleum Co.	3,787	282	387	-	3,050
Emerald Oil, Inc.	-	4,260	6,750	-	-
Emerald Oil, Inc. warrants 2/4/16	-	-	-	-	-
GeoEye, Inc.	31,912	-	38,071	-	-
LTX-Credence Corp.	14,900	898	7,771	-	-
PICO Holdings, Inc.	33,875	57	4,350	-	26,509
TAG Oil Ltd.	11,208	9,234	-	-	13,370
TAG Oil Ltd. (144A)	1,027	-	-	-	548
Total	$ 107,294	$ 15,091	$ 63,098	$ -	$ 43,477

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,064,834	$ 1,055,589	$ 9,245	$ -
Consumer Staples	862,793	820,556	42,237	-
Energy	835,321	835,321	-	-
Financials	1,325,057	1,320,820	4,237	-
Health Care	1,123,623	1,041,859	81,764	-
Industrials	1,035,096	1,020,913	14,183	-
Information Technology	1,380,928	1,379,261	1,667	-
Materials	290,152	290,152	-	-
Telecommunication Services	77,523	62,800	14,723	-
Utilities	164,368	164,368	-	-
Corporate Bonds	52,877	-	48,259	4,618
Money Market Funds	89,010	89,010	-	-
Total Investments in Securities:	$ 8,301,582	$ 8,080,649	$ 216,315	$ 4,618

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

United States of America	81.6%
United Kingdom	2.5%
Canada	2.2%
Ireland	1.5%
Bermuda	1.5%
Switzerland	1.4%
Netherlands	1.2%
France	1.1%
Japan	1.0%
Others (Individually Less Than 1%)	6.0%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

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

Assets
Investment in securities, at value (including securities loaned of $46,687) - See accompanying schedule: Unaffiliated issuers (cost $6,374,693)	$ 8,169,095
Fidelity Central Funds (cost $89,010)	89,010
Other affiliated issuers (cost $70,114)	43,477
Total Investments (cost $6,533,817)		$ 8,301,582
Foreign currency held at value (cost $198)		198
Receivable for investments sold Regular delivery		78,235
Delayed delivery		110
Receivable for fund shares sold		3,619
Dividends receivable		5,133
Interest receivable		1,427
Distributions receivable from Fidelity Central Funds		280
Other receivables		864
Total assets		8,391,448

Liabilities
Payable for investments purchased	$ 60,824
Payable for fund shares redeemed	6,282
Accrued management fee	2,468
Other affiliated payables	1,192
Other payables and accrued expenses	528
Collateral on securities loaned, at value	48,254
Total liabilities		119,548

Net Assets		$ 8,271,900
Net Assets consist of:
Paid in capital		$ 5,901,943
Undistributed net investment income		41,183
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		561,017
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,767,757
Net Assets		$ 8,271,900

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

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

Dividend Growth: Net Asset Value, offering price and redemption price per share ($6,632,538 ÷ 187,715 shares)		$ 35.33

Class K: Net Asset Value, offering price and redemption price per share ($1,639,362 ÷ 46,392 shares)		$ 35.34

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2013

Investment Income
Dividends		$ 134,847
Interest		3,928
Income from Fidelity Central Funds		4,331
Total income		143,106

Expenses
Management fee Basic fee	$ 42,265
Performance adjustment	(11,294)
Transfer agent fees	12,918
Accounting and security lending fees	1,211
Custodian fees and expenses	342
Independent trustees' compensation	49
Registration fees	84
Audit	88
Legal	33
Miscellaneous	72
Total expenses before reductions	45,768
Expense reductions	(932)	44,836
Net investment income (loss)		98,270
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	716,355
Other affiliated issuers	(17,267)
Foreign currency transactions	(365)
Total net realized gain (loss)		698,723
Change in net unrealized appreciation (depreciation) on: Investment securities	1,016,146
Assets and liabilities in foreign currencies	28
Total change in net unrealized appreciation (depreciation)		1,016,174
Net gain (loss)		1,714,897
Net increase (decrease) in net assets resulting from operations		$ 1,813,167

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2013	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 98,270	$ 62,998
Net realized gain (loss)	698,723	282,332
Change in net unrealized appreciation (depreciation)	1,016,174	(523,395)
Net increase (decrease) in net assets resulting from operations	1,813,167	(178,065)
Distributions to shareholders from net investment income	(73,780)	(42,120)
Distributions to shareholders from net realized gain	(120,844)	(5,141)
Total distributions	(194,624)	(47,261)
Share transactions - net increase (decrease)	(472,835)	(2,591,197)
Total increase (decrease) in net assets	1,145,708	(2,816,523)

Net Assets
Beginning of period	7,126,192	9,942,715
End of period (including undistributed net investment income of $41,183 and undistributed net investment income of $20,016, respectively)	$ 8,271,900	$ 7,126,192

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

Annual Report

Financial Highlights - Dividend Growth

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 28.61	$ 28.96	$ 23.84	$ 20.25	$ 25.40
Income from Investment Operations
Net investment income (loss) ^B	.40	.20	.12	.13 ^E	.24
Net realized and unrealized gain (loss)	7.12	(.41)	5.23	3.63	(4.01)
Total from investment operations	7.52	(.21)	5.35	3.76	(3.77)
Distributions from net investment income	(.30)	(.12)	(.15)	(.12)	(.37)
Distributions from net realized gain	(.50)	(.02)	(.08)	(.05)	(1.01)
Total distributions	(.80)	(.14)	(.23)	(.17)	(1.38) ^H
Net asset value, end of period	$ 35.33	$ 28.61	$ 28.96	$ 23.84	$ 20.25
Total Return ^A	26.83%	(.67)%	22.57%	18.59%	(15.33)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	.63%	.91%	.93%	.93%	.62%
Expenses net of fee waivers, if any	.63%	.91%	.93%	.93%	.62%
Expenses net of all reductions	.62%	.91%	.93%	.92%	.62%
Net investment income (loss)	1.26%	.75%	.44%	.56% ^E	1.34%
Supplemental Data
Net assets, end of period (in millions)	$ 6,633	$ 5,905	$ 9,309	$ 7,730	$ 6,603
Portfolio turnover rate ^D	69%	63% ^G	67%	85%	177%

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

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

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

^G Portfolio turnover rate excludes securities received or delivered in-kind.

^H Total distributions of $1.38 per share is comprised of distributions from net investment income of $.374 and distributions from net realized gain of $1.005 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 28.62	$ 28.98	$ 23.86	$ 20.26	$ 25.41
Income from Investment Operations
Net investment income (loss) ^B	.45	.25	.17	.18 ^E	.26
Net realized and unrealized gain (loss)	7.12	(.43)	5.22	3.63	(4.00)
Total from investment operations	7.57	(.18)	5.39	3.81	(3.74)
Distributions from net investment income	(.35)	(.17)	(.20)	(.16)	(.41)
Distributions from net realized gain	(.50)	(.02)	(.08)	(.05)	(1.01)
Total distributions	(.85)	(.18) ^J	(.27) ^I	(.21)	(1.41) ^H
Net asset value, end of period	$ 35.34	$ 28.62	$ 28.98	$ 23.86	$ 20.26
Total Return ^A	27.04%	(.52)%	22.79%	18.86%	(15.16)%
Ratios to Average Net Assets ^C,F
Expenses before reductions	.48%	.75%	.78%	.72%	.40%
Expenses net of fee waivers, if any	.48%	.75%	.78%	.72%	.40%
Expenses net of all reductions	.47%	.75%	.77%	.71%	.39%
Net investment income (loss)	1.41%	.91%	.60%	.76% ^E	1.57%
Supplemental Data
Net assets, end of period (in millions)	$ 1,639	$ 1,221	$ 634	$ 355	$ 202
Portfolio turnover rate ^D	69%	63% ^G	67%	85%	177%