Supplement to the
Fidelity Destiny^® Portfolios:
Fidelity^® Advisor Diversified Stock Fund
Class A
December 17, 2008
Prospectus

<R>The following information replaces the introductory paragraph found under the heading "Fee Table" on page 4.</R>

<R>The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Class A shares of the fund but does not reflect the Destiny Plan Creation and Sales Charges. The following fees and expenses are based on the average net assets during the fund's most recent fiscal year. To the extent that current net assets are less or greater than the average during the most recent fiscal year, total annual operating expenses for the current fiscal year may be higher or lower than the information presented.</R>

<R>The following information replaces the similar information found in the "Selling Shares" section beginning on page 9.</R>

<R>A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:</R>

• <R>You wish to sell more than $100,000 worth of shares;</R>
• <R>When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to a different address than the record address;</R>
• <R>You are requesting that redemption proceeds be paid to someone other than the account owner; or </R>
• <R>In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.</R>

<R>You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.</R>

<R>DESIN-09-01 July 30, 2009
1.808150.111</R>

Supplement to the
Fidelity Destiny^® Portfolios
Fidelity^® Advisor Diversified Stock Fund
Class O
December 17, 2008
Prospectus

<R>The following information replaces the introductory paragraph found under the heading "Fee Table" on page 4.</R>

<R>The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Class O shares of the fund but does not reflect the Destiny Plan Creation and Sales Charges and Custodian Fees. The following fees and expenses are based on the average net assets during the fund's most recent fiscal year. To the extent that current net assets are less or greater than the average during the most recent fiscal year, total annual operating expenses for the current fiscal year may be higher or lower than the information presented.</R>

<R>The following information replaces the similar information found in the "Selling Shares" section beginning on page 8.</R>

<R>A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:</R>

• <R>You wish to sell more than $100,000 worth of shares;</R>
• <R>When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to a different address than the record address;</R>
• <R>You are requesting that redemption proceeds be paid to someone other than the account owner; or </R>
• <R>In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.</R>

<R>You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.</R>

<R>DESIO-09-01July 30, 2009
1.808152.107</R>

Supplement to the
Fidelity^® Advisor Diversified Stock Fund
Class A, Class T, Class B, and Class C
December 17, 2008
Prospectus

<R>The following information replaces the introductory paragraph found under the heading "Fee Table" on page 4.</R>

<R>The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Class A, Class T, Class B, and Class C shares of the fund. The following fees and expenses are based on the average net assets during the fund's most recent fiscal year. To the extent that current net assets are less or greater than the average during the most recent fiscal year, total annual operating expenses for the current fiscal year may be higher or lower than the information presented.</R>

<R>Effective September 14, 2009, the following information replaces the "Minimums" table found in the "Buying and Selling Shares" section on page 8.</R>

<R>Minimums</R>
<R>To Open an Account	$2,500</R>
<R>For certain Fidelity Advisor retirement accountsA	$500</R>
<R>Through regular investment plansB	$100</R>
<R>Minimum Balance	$1,000</R>
<R>For certain Fidelity Advisor retirement accountsA	None</R>

<R>^A Fidelity Advisor Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA, and Keogh accounts.</R>

<R>^B An account may be opened with a minimum of $100, provided that a regular investment plan is established at the time the account is opened.</R>

<R>Effective September 14, 2009, the following information replaces the similar information found in the "Buying and Selling Shares" section on page 8.</R>

<R>There is no minimum account balance or initial purchase minimum for (i) certain Fidelity retirement accounts funded through salary deduction, or accounts opened with the proceeds of distributions from such retirement accounts, or a Fidelity systematic withdrawal service, or (ii) certain mutual fund wrap program accounts. An eligible wrap program must offer asset allocation services, charge an asset-based fee to its participants for asset allocation and/or other advisory services, and meet trading and other operational requirements under an appropriate agreement with Fidelity Distributors Corporation. In addition, the fund may waive or lower purchase minimums in other circumstances.</R>

<R>The following information replaces the similar information found in the "Selling Shares" section on page 10.</R>

<R>A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:</R>

• <R>You wish to sell more than $100,000 worth of shares;</R>
• <R>When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to a different address than the record address;</R>
• <R>You are requesting that redemption proceeds be paid to someone other than the account owner; or </R>
• <R>In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.</R>

<R>You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.</R>

Effective after the close of business on December 19, 2008, the following information replaces similar sales charge waiver information for Class A and Class T found in the "Fund Distribution" section beginning on page 17.

A front-end sales charge will not apply to the following Class A or Class T shares:

1. Purchased for an employee benefit plan other than a plan investing through the Fidelity Advisor 403(b) program. For this purpose, employee benefit plans generally include 401(a), 401(k), 403(b), and 457(b) governmental plans, but do not include: IRAs; SIMPLE, SEP, or SARSEP plans; or health savings accounts;

2. Purchased for an insurance company separate account;

3. Purchased for managed account programs that charge an asset-based fee by a broker-dealer, registered investment adviser, insurance company, trust institution or bank trust department;

4. Purchased with the proceeds of a redemption of Fidelity or Fidelity Advisor fund shares held in (i) an insurance company separate account, or (ii) an employee benefit plan (as described in waiver number 1 above, including the Fidelity Advisor 403(b) program), the proceeds of which must be reinvested directly into Fidelity Advisor fund shares;

5. Purchased with any proceeds of a distribution from a Fidelity recordkept employee benefit plan (as described in waiver number 1 above, including the Fidelity Advisor 403(b) program) that is rolled directly into a Fidelity Advisor IRA;

6. Purchased for any state, county, or city, or any governmental instrumentality, department, authority or agency;

7. Purchased by a current or former Trustee or officer of a Fidelity fund or a current or retired officer, director or regular employee of FMR LLC or FIL Limited or their direct or indirect subsidiaries (a Fidelity Trustee or employee), the spouse of a Fidelity Trustee or employee, a Fidelity Trustee or employee acting as custodian for a minor child, or a person acting as trustee of a trust for the sole benefit of the minor child of a Fidelity Trustee or employee;

8. Purchased by a charitable organization (as defined for purposes of Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or more, or, a charitable remainder trust or life income pool established for the benefit of a charitable organization;

<R>ADESI-09-01 July 30, 2009
1.820518.108</R>

9. Purchased by the Fidelity Investments Charitable Gift Fund;

10. Purchased by a bank trust officer, registered representative, or other employee (or a member of one of their immediate families) of intermediaries having agreements with FDC. A member of the immediate family of a bank trust officer, a registered representative, or other employee of intermediaries having agreements with FDC, is a spouse of one of those individuals, an account for which one of those individuals is acting as custodian for a minor child, and a trust account that is registered for the sole benefit of a minor child of one of those individuals;

11. Purchased with distributions of income, principal, and capital gains from Fidelity Defined Trusts;

12. Purchased to repay a loan against Class A, Class T or Class B shares held in the investor's Fidelity Advisor 403(b) program; or

13. Purchased for health savings account programs by a broker-dealer, registered investment adviser, insurance company, trust institution, or bank trust department.

Supplement to the
Fidelity^® Advisor Diversified Stock Fund
Institutional Class
December 17, 2008
Prospectus

<R>The following information replaces the introductory paragraph found under the heading "Fee Table" on page 4.</R>

<R>The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Institutional Class shares of the fund. The following fees and expenses are based on the average net assets during the fund's most recent fiscal year. To the extent that current net assets are less or greater than the average during the most recent fiscal year, total annual operating expenses for the current fiscal year may be higher or lower than the information presented.</R>

<R>Effective September 14, 2009, the following information replaces the "Minimums" table found in the "Buying and Selling Shares" section on page 7.</R>

<R>Minimums</R>
<R>To Open an Account	$2,500</R>
<R>For certain Fidelity Advisor retirement accountsA	$500</R>
<R>Through regular investment plansB	$100</R>
<R>Minimum Balance	$1,000</R>
<R>For certain Fidelity Advisor retirement accountsA	None</R>

<R>^A Fidelity Advisor Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA, and Keogh accounts.</R>

<R>^B An account may be opened with a minimum of $100, provided that a regular investment plan is established at the time the account is opened. </R>

<R>Effective September 14, 2009, the following information replaces the similar information found in the "Buying and Selling Shares" section on page 7.</R>

<R>There is no minimum account balance or initial purchase minimum for (i) investments through Portfolio Advisory Services, (ii) certain Fidelity retirement accounts funded through salary deduction, or accounts opened with the proceeds of distributions from such retirement accounts, or a Fidelity systematic withdrawal service, (iii) investments through a mutual fund or a qualified tuition program for which FMR or an affiliate serves as investment manager, or (iv) certain mutual fund wrap program accounts. An eligible wrap program must offer asset allocation services, charge an asset-based fee to its participants for asset allocation and/or other advisory services, and meet trading and other operational requirements under an appropriate agreement with Fidelity Distributors Corporation. In addition, the fund may waive or lower purchase minimums in other circumstances.</R>

<R>The following information replaces the similar information found in the "Selling Shares" section on page 9.</R>

<R>A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:</R>

• <R>You wish to sell more than $100,000 worth of shares;</R>
• <R>When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to a different address than the record address;</R>
• <R>You are requesting that redemption proceeds be paid to someone other than the account owner; or </R>
• <R>In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.</R>

<R>You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.</R>

<R>ADESI-I-09-01 July 30, 2009
1.820519.105</R>

Supplement to the
Fidelity Destiny^® Portfolios:
Fidelity^® Advisor Capital Development Fund - Class A
December 17, 2008
Prospectus

The following information replaces the introductory paragraph found under the heading "Fee Table" on page 4.

The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Class A shares of the fund but does not reflect the Destiny Plan Creation and Sales Charges. The following fees and expenses are based on the average net assets during the fund's most recent fiscal year. To the extent that current net assets are less or greater than the average during the most recent fiscal year, total annual operating expenses for the current fiscal year may be higher or lower than the information presented.

The following information replaces the similar information found in the "Selling Shares" section on page 10.

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

• You wish to sell more than $100,000 worth of shares;
• When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to a different address than the record address;
• You are requesting that redemption proceeds be paid to someone other than the account owner; or
• In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

DESIIN-09-01 July 30, 2009
1.808151.111

Supplement to the
Fidelity Destiny^® Portfolios:
Fidelity^® Advisor Capital Development Fund - Class O
December 17, 2008
Prospectus

The following information replaces the introductory paragraph found under the heading "Fee Table" on page 4.

The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Class O shares of the fund but does not reflect the Destiny Plan Creation and Sales Charges and Custodian Fees. The following fees and expenses are based on the average net assets during the fund's most recent fiscal year. To the extent that current net assets are less or greater than the average during the most recent fiscal year, total annual operating expenses for the current fiscal year may be higher or lower than the information presented.

The following information replaces the similar information found in the "Selling Shares" section on page 9.

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

• You wish to sell more than $100,000 worth of shares;
• When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to a different address than the record address;
• You are requesting that redemption proceeds be paid to someone other than the account owner; or
• In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

DESIIO-09-01July 30, 2009
1.808153.106

Supplement to the
Fidelity^® Advisor Capital
Development Fund
Class A, Class T, Class B, and Class C
December 17, 2008
Prospectus

The following information replaces the introductory paragraph found under the heading "Fee Table" on page 4.

The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Class A, Class T, Class B, and Class C shares of the fund. The following fees and expenses are based on the average net assets during the fund's most recent fiscal year. To the extent that current net assets are less or greater than the average during the most recent fiscal year, total annual operating expenses for the current fiscal year may be higher or lower than the information presented.

Effective September 14, 2009, the following information replaces the "Minimums" table found in the "Buying and Selling Shares" section on page 8.

Minimums
To Open an Account	$2,500
For certain Fidelity Advisor retirement accountsA	$500
Through regular investment plansB	$100
Minimum Balance	$1,000
For certain Fidelity Advisor retirement accountsA	None

^A Fidelity Advisor Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA, and Keogh accounts.

^B An account may be opened with a minimum of $100, provided that a regular investment plan is established at the time the account is opened.

Effective September 14, 2009, the following information replaces the similar information found in the "Buying and Selling Shares" section on page 8.

There is no minimum account balance or initial purchase minimum for (i) certain Fidelity retirement accounts funded through salary deduction, or accounts opened with the proceeds of distributions from such retirement accounts, or a Fidelity systematic withdrawal service, or (ii) certain mutual fund wrap program accounts. An eligible wrap program must offer asset allocation services, charge an asset-based fee to its participants for asset allocation and/or other advisory services, and meet trading and other operational requirements under an appropriate agreement with Fidelity Distributors Corporation (FDC). In addition, the fund may waive or lower purchase minimums in other circumstances.

The following information replaces the similar information found in the "Selling Shares" section on page 10.

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

• You wish to sell more than $100,000 worth of shares;
• When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to a different address than the record address;
• You are requesting that redemption proceeds be paid to someone other than the account owner; or
• In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

ADESII-09-01 July 30, 2009
1.820520.108

Supplement to the
Fidelity Advisor Capital Development Fund Institutional Class
December 17, 2008
Prospectus

The following information replaces the introductory paragraph found under the heading "Fee Table" on page 4.

The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Institutional Class shares of the fund. The following fees and expenses are based on the average net assets during the fund's most recent fiscal year. To the extent that current net assets are less or greater than the average during the most recent fiscal year, total annual operating expenses for the current fiscal year may be higher or lower than the information presented.

Effective September 14, 2009, the following information replaces the "Minimums" table found in the "Buying and Selling Shares" section on page 7.

Minimums
To Open an Account	$2,500
For certain Fidelity Advisor retirement accountsA	$500
Through regular investment plansB	$100
Minimum Balance	$1,000
For certain Fidelity Advisor retirement accountsA	None

^A Fidelity Advisor Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA, and Keogh accounts.

^B An account may be opened with a minimum of $100, provided that a regular investment plan is established at the time the account is opened.

Effective September 14, 2009, the following information replaces the similar information found in the "Buying and Selling Shares" section on page 7.

There is no minimum account balance or initial purchase minimum for (i) investments through Portfolio Advisory Services, (ii) certain Fidelity retirement accounts funded through salary deduction, or a Fidelity systematic withdrawal service, or accounts opened with the proceeds of distributions from such retirement accounts, (iii) investments through a mutual fund or a qualified tuition program for which FMR or an affiliate serves as investment manager, or (iv) certain mutual fund wrap program accounts. An eligible wrap program must offer asset allocation services, charge an asset-based fee to its participants for asset allocation and/or other advisory services, and meet trading and other operational requirements under an appropriate agreement with Fidelity Distributors Corporation (FDC). In addition, the fund may waive or lower purchase minimums in other circumstances.

The following information replaces the similar information found in the "Selling Shares" section on page 9.

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

• You wish to sell more than $100,000 worth of shares;
• When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to a different address than the record address;
• You are requesting that redemption proceeds be paid to someone other than the account owner; or
• In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

ADESII-I-09-01 July 30, 2009
1.820521.105