N-CSR 1 Destiny_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 811-1796

Fidelity Destiny Portfolios
(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:	September 30

Date of reporting period:	September 30, 2014

Item 1. Reports to Stockholders

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Fidelity Advisor®

Capital Development Fund -

Class A, Class T, Class B and Class C

Annual Report

September 30, 2014

(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 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

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 September 30, 2014	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 5.75% sales charge)	9.81%	13.09%	6.41%
Class T (incl. 3.50% sales charge) ^A	11.80%	13.04%	6.21%
Class B (incl. contingent deferred sales charge) ^B	10.36%	13.11%	6.35%
Class C (incl. contingent deferred sales charge) ^C	14.32%	13.35%	6.15%

^A Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class T's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower.

^B Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class B's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

^C Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class C's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in in Fidelity Advisor® Capital Development Fund - Class A on September 30, 2004, 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 S&P 500® Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12 months ending September 30, 2014, supported at home by low interest rates, and globally by new stimulus efforts in Europe and China. The broad-market S&P 500® Index rose 19.73%, with growth stocks in the index beating value stocks. The tech-heavy Nasdaq Composite Index® rose 20.61%, whereas the small-cap Russell 2000® Index returned just 3.93%, due to valuation concerns, as well as the fear of eventually rising interest rates that could raise the cost of borrowing, especially for smaller, earlier-stage companies. Information technology (+29%) was the top sector in the S&P 500®, driven by strong results among semiconductor and hardware/equipment stocks. Health care (+28%) rose broadly, lifted by biotechnology and life sciences names. Materials (+20%) benefited from growth in housing construction, as well as a manufacturing revival fueled by low-cost North American shale oil. Utilities (+17%) gained partly due to high demand during the unusually cold winter. Conversely, energy stocks (+12%) lagged the index due to a sharp drop in crude oil prices since June, amid weak global demand and a U.S.-led surge in supply that threatened profits in the sector. Three traditionally defensive sectors - consumer staples, utilities and telecommunication services - each posted a double-digit return, but trailed the broad-market advance. Volatility was generally tame, with markets supported by declining unemployment, near-record corporate profits, muted inflation and low company debt levels. However, volatility spiked in July and again in September on depressed earnings outlooks in some sectors, as well as rising geopolitical tension, including the crisis in Ukraine, strained East-West relations and renewed conflict in the Middle East.

Comments from Matthew Fruhan, who became Portfolio Manager of Fidelity Advisor® Capital Development Fund on December 16, 2013: For the year, the fund's Class A, Class T, Class B and Class C shares returned 16.50%, 15.86%, 15.36% and 15.32%, respectively (excluding sales charges), trailing the S&P 500®. Versus the index, it hurt to underweight large-cap, fast-growth, high-valuation areas of the market that performed strongly. A prime example was my decision to reduce and eventually sell social-media giant Facebook - the fund's largest individual detractor. I was concerned that its core advertising business was overvalued and that recent acquisitions demonstrated a lack of capital discipline, but the stock outperformed. The fund did not own Facebook at period end given what I see as a very negative future risk/reward scenario. Choices in materials hurt performance, including a non-index stake in metallurgical coal producer Walter Energy. Spot prices for coal deteriorated during the period, and the company's cash losses were larger than I expected; I sold the stock by period end. On the plus side, I established a non-index stake in Intercept Pharmaceuticals and it was by far the fund's top individual contributor. Shares of the drugmaker rose when its phase two trial of a drug for nonalcoholic steatohepatitis (NASH), a liver disease, was stopped early due to its efficacy. In consumer discretionary, it helped to sell the fund's stake in online retail giant Amazon.com. This index stock faced pressure in 2014 due to decelerating revenue growth, lack of profitability and continued forays into money-losing ventures.

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 1, 2014 to September 30, 2014).

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. 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. 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.

	Annualized Expense Ratio ^B	Beginning Account Value April 1, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period* April 1, 2014 to September 30, 2014
Class O	.59%
Actual		$ 1,000.00	$ 1,045.50	$ 3.03
Hypothetical^A		$ 1,000.00	$ 1,022.11	$ 2.99
Class A	.89%
Actual		$ 1,000.00	$ 1,043.40	$ 4.56
Hypothetical^A		$ 1,000.00	$ 1,020.61	$ 4.51
Class T	1.43%
Actual		$ 1,000.00	$ 1,040.90	$ 7.32
Hypothetical^A		$ 1,000.00	$ 1,017.90	$ 7.23
Class B	1.89%
Actual		$ 1,000.00	$ 1,039.10	$ 9.66
Hypothetical^A		$ 1,000.00	$ 1,015.59	$ 9.55
Class C	1.89%
Actual		$ 1,000.00	$ 1,038.50	$ 9.66
Hypothetical^A		$ 1,000.00	$ 1,015.59	$ 9.55
Institutional Class	.74%
Actual		$ 1,000.00	$ 1,044.70	$ 3.79
Hypothetical^A		$ 1,000.00	$ 1,021.36	$ 3.75

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.0	3.9
Apple, Inc.	3.6	3.4
Microsoft Corp.	2.7	2.8
General Electric Co.	2.6	2.4
Citigroup, Inc.	2.3	2.1
Bank of America Corp.	2.2	1.8
Target Corp.	2.2	1.9
Verizon Communications, Inc.	2.0	1.7
Comcast Corp. Class A	1.9	1.5
Chevron Corp.	1.8	1.9
	25.3
Top Five Market Sectors as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.5	21.1
Financials	19.6	18.8
Health Care	12.1	14.9
Industrials	10.8	10.2
Energy	10.7	11.6

Asset Allocation (% of fund's net assets)
As of September 30, 2014*			As of March 31, 2014**
	Stocks 99.4%			Stocks 99.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.6%			Short-Term Investments and Net Other Assets (Liabilities) 1.0%
* Foreign investments		11.7%	** Foreign investments		12.7%

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Annual Report

Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value
CONSUMER DISCRETIONARY - 9.1%
Automobiles - 0.1%
General Motors Co.	99,200		$ 3,168,448
Diversified Consumer Services - 0.4%
H&R Block, Inc.	383,828		11,902,506
Hotels, Restaurants & Leisure - 1.0%
Darden Restaurants, Inc.	59,900		3,082,454
Las Vegas Sands Corp.	67,400		4,192,954
Yum! Brands, Inc.	337,024		24,258,988
			31,534,396
Media - 3.7%
Comcast Corp.:
Class A	1,040,300		55,947,334
Class A (special) (non-vtg.)	6,100		326,350
Discovery Communications, Inc.:
Class A (a)	31,300		1,183,140
Class C (non-vtg.) (a)	31,300		1,166,864
Sinclair Broadcast Group, Inc. Class A	190,000		4,957,100
Starz Series A (a)	176,000		5,822,080
Time Warner, Inc.	442,910		33,311,261
Viacom, Inc. Class B (non-vtg.)	103,100		7,932,514
			110,646,643
Multiline Retail - 2.3%
Dollar General Corp. (a)	80,000		4,888,800
Target Corp.	1,045,750		65,547,610
			70,436,410
Specialty Retail - 1.6%
Lowe's Companies, Inc.	752,800		39,838,176
Sally Beauty Holdings, Inc. (a)	208,300		5,701,171
Staples, Inc.	228,700		2,767,270
			48,306,617
TOTAL CONSUMER DISCRETIONARY			275,995,020
CONSUMER STAPLES - 10.6%
Beverages - 3.2%
Diageo PLC	452,495		13,050,923
Monster Beverage Corp. (a)	51,300		4,702,671
PepsiCo, Inc.	245,700		22,872,213
Pernod Ricard SA	26,893		3,044,820
SABMiller PLC	238,100		13,231,936
The Coca-Cola Co.	955,600		40,765,896
			97,668,459
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	201,200		16,013,508
Walgreen Co.	322,200		19,096,794
Whole Foods Market, Inc.	129,700		4,942,867
			40,053,169
Food Products - 0.3%
Kellogg Co.	158,800		9,782,080

	Shares		Value
Household Products - 1.6%
Procter & Gamble Co.	555,700		$ 46,534,318
Tobacco - 4.2%
British American Tobacco PLC sponsored ADR	345,264		39,042,453
Lorillard, Inc.	629,324		37,702,801
Philip Morris International, Inc.	362,744		30,252,850
Reynolds American, Inc.	317,700		18,744,300
			125,742,404
TOTAL CONSUMER STAPLES			319,780,430
ENERGY - 10.7%
Energy Equipment & Services - 1.6%
Cameron International Corp. (a)	165,300		10,972,614
Ensco PLC Class A	206,700		8,538,777
National Oilwell Varco, Inc.	101,800		7,746,980
Oceaneering International, Inc.	103,300		6,732,061
Schlumberger Ltd.	144,200		14,663,698
			48,654,130
Oil, Gas & Consumable Fuels - 9.1%
Amyris, Inc. (a)(d)	1,868,023		7,079,807
Anadarko Petroleum Corp.	51,300		5,203,872
Apache Corp.	345,600		32,441,472
BG Group PLC	1,630,198		30,094,836
Canadian Natural Resources Ltd.	497,000		19,308,424
Chevron Corp.	469,927		56,071,690
Exxon Mobil Corp.	115,900		10,900,395
Imperial Oil Ltd.	384,000		18,141,381
Markwest Energy Partners LP	117,600		9,034,032
Occidental Petroleum Corp.	213,500		20,528,025
Peabody Energy Corp.	453,800		5,618,044
Suncor Energy, Inc.	989,800		35,819,987
The Williams Companies, Inc.	428,658		23,726,220
			273,968,185
TOTAL ENERGY			322,622,315
FINANCIALS - 19.6%
Banks - 12.0%
Bank of America Corp.	3,935,300		67,096,865
Citigroup, Inc.	1,348,404		69,874,295
JPMorgan Chase & Co.	2,021,710		121,787,809
PNC Financial Services Group, Inc.	128,226		10,973,581
Standard Chartered PLC (United Kingdom)	1,371,995		25,367,111
SunTrust Banks, Inc.	511,800		19,463,754
U.S. Bancorp	423,742		17,725,128
Wells Fargo & Co.	627,050		32,525,084
			364,813,627
Capital Markets - 4.4%
BlackRock, Inc. Class A	12,600		4,136,832
Charles Schwab Corp.	747,155		21,958,885
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
E*TRADE Financial Corp. (a)	259,100		$ 5,853,069
FXCM, Inc. Class A	142,100		2,252,285
Goldman Sachs Group, Inc.	16,300		2,992,191
KKR & Co. LP	303,082		6,758,729
Morgan Stanley	850,700		29,408,699
Northern Trust Corp.	249,095		16,945,933
State Street Corp.	535,490		39,417,419
The Blackstone Group LP	143,600		4,520,528
			134,244,570
Diversified Financial Services - 0.2%
IntercontinentalExchange Group, Inc.	35,000		6,826,750
Insurance - 2.7%
American International Group, Inc.	409,500		22,121,190
Genworth Financial, Inc. Class A (a)	1,062,600		13,920,060
Lincoln National Corp.	199,300		10,678,494
MetLife, Inc.	542,100		29,121,612
Principal Financial Group, Inc.	83,900		4,402,233
			80,243,589
Thrifts & Mortgage Finance - 0.3%
MGIC Investment Corp. (a)	878,525		6,861,280
Radian Group, Inc.	69,100		985,366
			7,846,646
TOTAL FINANCIALS			593,975,182
HEALTH CARE - 12.1%
Biotechnology - 3.4%
Aegerion Pharmaceuticals, Inc. (a)	28,274		943,786
Alnylam Pharmaceuticals, Inc. (a)	38,200		2,983,420
Amgen, Inc.	251,915		35,383,981
BioCryst Pharmaceuticals, Inc. (a)	326,900		3,197,082
Biogen Idec, Inc. (a)	14,600		4,829,826
Clovis Oncology, Inc. (a)	231,200		10,487,232
Discovery Laboratories, Inc. (a)(d)	105,812		194,694
Insmed, Inc. (a)	143,200		1,868,760
Intercept Pharmaceuticals, Inc. (a)	137,658		32,582,272
MEI Pharma, Inc. (a)	877,019		6,051,431
Synageva BioPharma Corp. (a)	27,525		1,893,170
XOMA Corp. (a)	494,848		2,083,310
			102,498,964
Health Care Equipment & Supplies - 2.6%
Abbott Laboratories	234,300		9,744,537
Alere, Inc. (a)	942,300		36,542,394
Boston Scientific Corp. (a)	1,982,751		23,416,289
St. Jude Medical, Inc.	58,500		3,517,605
Zimmer Holdings, Inc.	59,000		5,932,450
			79,153,275
Health Care Providers & Services - 2.2%
Catamaran Corp. (a)	142,100		5,984,961

	Shares		Value
China Cord Blood Corp. (a)	331,900		$ 1,622,991
Community Health Systems, Inc. (a)	156,600		8,580,114
Express Scripts Holding Co. (a)	275,200		19,437,376
McKesson Corp.	147,380		28,690,465
Quest Diagnostics, Inc.	38,422		2,331,447
			66,647,354
Health Care Technology - 0.4%
MedAssets, Inc. (a)	593,989		12,307,452
Pharmaceuticals - 3.5%
AbbVie, Inc.	57,500		3,321,200
Actavis PLC (a)	55,300		13,342,784
GlaxoSmithKline PLC sponsored ADR (d)	662,200		30,441,334
Jazz Pharmaceuticals PLC (a)	56,000		8,991,360
Johnson & Johnson	127,360		13,575,302
Novartis AG sponsored ADR	82,891		7,802,530
Teva Pharmaceutical Industries Ltd. sponsored ADR	437,750		23,529,063
TherapeuticsMD, Inc. (a)	285,300		1,323,792
Theravance, Inc.	21,000		358,890
XenoPort, Inc. (a)	791,908		4,260,465
			106,946,720
TOTAL HEALTH CARE			367,553,765
INDUSTRIALS - 10.8%
Aerospace & Defense - 1.4%
Honeywell International, Inc.	59,867		5,574,815
KEYW Holding Corp. (a)(d)	97,013		1,073,934
Rolls-Royce Group PLC	319,200		4,991,009
The Boeing Co.	183,500		23,374,230
United Technologies Corp.	75,900		8,015,040
			43,029,028
Air Freight & Logistics - 1.9%
C.H. Robinson Worldwide, Inc.	111,600		7,401,312
FedEx Corp.	117,700		19,002,665
United Parcel Service, Inc. Class B	297,600		29,251,104
UTi Worldwide, Inc. (a)	120,900		1,285,167
			56,940,248
Commercial Services & Supplies - 0.5%
ADT Corp. (d)	409,900		14,535,054
Electrical Equipment - 0.5%
AMETEK, Inc.	107,100		5,377,491
Hubbell, Inc. Class B	33,118		3,991,713
OSRAM Licht AG (a)	52,046		1,938,904
Vestas Wind Systems A/S (a)	75,900		2,967,203
			14,275,311
Industrial Conglomerates - 3.0%
Danaher Corp.	145,695		11,069,906
General Electric Co.	3,127,400		80,123,988
			91,193,894
Machinery - 0.8%
Caterpillar, Inc.	24,300		2,406,429
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Cummins, Inc.	8,000		$ 1,055,840
Deere & Co.	104,100		8,535,159
Ingersoll-Rand PLC	133,400		7,518,424
Manitowoc Co., Inc.	61,100		1,432,795
Valmont Industries, Inc.	33,200		4,479,676
			25,428,323
Professional Services - 0.7%
Acacia Research Corp.	461,268		7,140,429
Bureau Veritas SA	208,009		4,596,387
Exova Group Ltd. PLC (a)	314,000		898,458
Verisk Analytics, Inc. (a)	125,500		7,641,695
			20,276,969
Road & Rail - 2.0%
CSX Corp.	1,057,400		33,900,244
J.B. Hunt Transport Services, Inc.	144,700		10,715,035
Kansas City Southern	46,600		5,647,920
Norfolk Southern Corp.	107,600		12,008,160
			62,271,359
TOTAL INDUSTRIALS			327,950,186
INFORMATION TECHNOLOGY - 21.5%
Communications Equipment - 2.2%
Cisco Systems, Inc.	1,787,000		44,978,790
QUALCOMM, Inc.	300,000		22,431,000
			67,409,790
Internet Software & Services - 4.0%
Cornerstone OnDemand, Inc. (a)	130,600		4,493,946
Google, Inc.:
Class A (a)	80,700		47,484,687
Class C (a)	66,500		38,394,440
Yahoo!, Inc. (a)	725,959		29,582,829
			119,955,902
IT Services - 4.7%
Cognizant Technology Solutions Corp. Class A (a)	400,100		17,912,477
Fidelity National Information Services, Inc.	111,400		6,271,820
IBM Corp.	103,700		19,685,371
MasterCard, Inc. Class A	364,900		26,973,408
Paychex, Inc.	524,700		23,191,740
Quindell PLC	1,032,140		2,430,401
The Western Union Co.	215,600		3,458,224
Unisys Corp. (a)	549,199		12,856,749
Visa, Inc. Class A	141,800		30,255,866
			143,036,056

	Shares		Value
Semiconductors & Semiconductor Equipment - 1.9%
Applied Materials, Inc.	951,100		$ 20,553,271
Broadcom Corp. Class A	878,436		35,506,383
			56,059,654
Software - 4.6%
Adobe Systems, Inc. (a)	154,200		10,669,098
Autodesk, Inc. (a)	211,400		11,648,140
Imperva, Inc. (a)	62,000		1,781,260
Intuit, Inc.	16,900		1,481,285
Microsoft Corp.	1,734,200		80,397,512
Oracle Corp.	446,850		17,105,418
Parametric Technology Corp. (a)	180,697		6,667,719
salesforce.com, Inc. (a)	156,600		9,009,198
			138,759,630
Technology Hardware, Storage & Peripherals - 4.1%
Apple, Inc.	1,082,000		109,011,500
EMC Corp.	283,280		8,288,773
First Data Holdings, Inc. Class B (e)	2,081,477		8,325,908
			125,626,181
TOTAL INFORMATION TECHNOLOGY			650,847,213
MATERIALS - 3.0%
Chemicals - 2.4%
Airgas, Inc.	134,390		14,870,254
Balchem Corp.	17,736		1,003,326
E.I. du Pont de Nemours & Co.	115,347		8,277,301
FMC Corp.	139,100		7,955,129
Intrepid Potash, Inc. (a)(d)	214,140		3,308,463
Monsanto Co.	216,100		24,313,411
Potash Corp. of Saskatchewan, Inc. (d)	125,100		4,331,781
Syngenta AG (Switzerland)	25,307		8,013,354
			72,073,019
Metals & Mining - 0.6%
Freeport-McMoRan, Inc.	550,200		17,964,030
U.S. Silica Holdings, Inc.	30,600		1,912,806
			19,876,836
TOTAL MATERIALS			91,949,855
TELECOMMUNICATION SERVICES - 2.0%
Diversified Telecommunication Services - 2.0%
Verizon Communications, Inc.	1,213,806		60,678,162
TOTAL COMMON STOCKS (Cost $2,639,801,934)		3,011,352,128
Convertible Preferred Stocks - 0.0%
	Shares		Value
CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc. Series D (e) (Cost $474,963)	28,061		$ 226,452
Money Market Funds - 1.5%

Fidelity Cash Central Fund, 0.12% (b)	9,152,677		9,152,677
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	34,925,214		34,925,214
TOTAL MONEY MARKET FUNDS (Cost $44,077,891)		44,077,891

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $2,684,354,788)

3,055,656,471

NET OTHER ASSETS (LIABILITIES) - (0.9)%			(26,552,962)
NET ASSETS - 100%		$ 3,029,103,509

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) 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 $8,552,360 or 0.3% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
First Data Holdings, Inc. Class B	6/26/14	$ 8,325,908
NJOY, Inc. Series D	2/14/14	474,963

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	$ 19,195
Fidelity Securities Lending Cash Central Fund	923,603
Total	$ 942,798

Other Information

The following is a summary of the inputs used, as of September 30, 2014, 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	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 276,221,472	$ 275,995,020	$ -	$ 226,452
Consumer Staples	319,780,430	306,729,507	13,050,923	-
Energy	322,622,315	292,527,479	30,094,836	-
Financials	593,975,182	593,975,182	-	-
Health Care	367,553,765	367,553,765	-	-
Industrials	327,950,186	327,950,186	-	-
Information Technology	650,847,213	642,521,305	-	8,325,908
Materials	91,949,855	83,936,501	8,013,354	-
Telecommunication Services	60,678,162	60,678,162	-	-
Money Market Funds	44,077,891	44,077,891	-	-
Total Investments in Securities:	$ 3,055,656,471	$ 2,995,944,998	$ 51,159,113	$ 8,552,360

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

United States of America	88.3%
United Kingdom	5.5%
Canada	2.7%
Ireland	1.0%
Others (Individually Less Than 1%)	2.5%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	September 30, 2014

Assets
Investment in securities, at value (including securities loaned of $33,782,765) - See accompanying schedule: Unaffiliated issuers (cost $2,640,276,897)	$ 3,011,578,580
Fidelity Central Funds (cost $44,077,891)	44,077,891
Total Investments (cost $2,684,354,788)		$ 3,055,656,471
Receivable for investments sold		22,286,886
Receivable for fund shares sold		260,957
Dividends receivable		4,726,112
Distributions receivable from Fidelity Central Funds		123,712
Other receivables		510,526
Total assets		3,083,564,664

Liabilities
Payable for investments purchased	$ 16,461,819
Payable for fund shares redeemed	1,236,252
Accrued management fee	1,414,064
Distribution and service plan fees payable	85,041
Other affiliated payables	166,163
Other payables and accrued expenses	172,602
Collateral on securities loaned, at value	34,925,214
Total liabilities		54,461,155

Net Assets		$ 3,029,103,509
Net Assets consist of:
Paid in capital		$ 2,225,307,657
Undistributed net investment income		28,973,761
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		403,692,356
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		371,129,735
Net Assets		$ 3,029,103,509

Statement of Assets and Liabilities - continued

	September 30, 2014

Class O: Net Asset Value, offering price and redemption price per share ($2,634,213,507 ÷ 159,373,131 shares)		$ 16.53

Class A: Net Asset Value and redemption price per share ($389,001,036 ÷ 24,157,615 shares)		$ 16.10

Maximum offering price per share (100/94.25 of $16.10)		$ 17.08
Class T: Net Asset Value and redemption price per share ($2,140,267 ÷ 135,617 shares)		$ 15.78

Maximum offering price per share (100/96.50 of $15.78)		$ 16.35
Class B: Net Asset Value and offering price per share ($143,728 ÷ 9,334 shares)^A		$ 15.40


Class C: Net Asset Value and offering price per share ($1,878,509 ÷ 122,314 shares)^A		$ 15.36

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,726,462 ÷ 104,140 shares)		$ 16.58

^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 September 30, 2014

Investment Income
Dividends		$ 55,252,955
Interest		191
Income from Fidelity Central Funds		942,798
Total income		56,195,944

Expenses
Management fee	$ 16,619,239
Transfer agent fees	326,358
Distribution and service plan fees	986,713
Accounting and security lending fees	892,688
Custodian fees and expenses	121,376
Independent trustees' compensation	13,001
Appreciation in deferred trustee compensation account	381
Registration fees	74,853
Audit	76,282
Legal	19,243
Interest	635
Miscellaneous	23,999
Total expenses before reductions	19,154,768
Expense reductions	(37,718)	19,117,050
Net investment income (loss)		37,078,894
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	756,109,647
Foreign currency transactions	(150,178)
Futures contracts	530,730
Total net realized gain (loss)		756,490,199
Change in net unrealized appreciation (depreciation) on: Investment securities	(329,033,319)
Assets and liabilities in foreign currencies	(7,220)
Total change in net unrealized appreciation (depreciation)		(329,040,539)
Net gain (loss)		427,449,660
Net increase (decrease) in net assets resulting from operations		$ 464,528,554

Statement of Changes in Net Assets

	Year ended September 30, 2014	Year ended September 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 37,078,894	$ 23,417,669
Net realized gain (loss)	756,490,199	174,082,437
Change in net unrealized appreciation (depreciation)	(329,040,539)	290,252,660
Net increase (decrease) in net assets resulting from operations	464,528,554	487,752,766
Distributions to shareholders from net investment income	(17,694,240)	(28,324,962)
Share transactions - net increase (decrease)	(277,301,163)	(311,571,874)
Total increase (decrease) in net assets	169,533,151	147,855,930

Net Assets
Beginning of period	2,859,570,358	2,711,714,428
End of period (including undistributed net investment income of $28,973,761 and undistributed net investment income of $13,756,209, respectively)	$ 3,029,103,509	$ 2,859,570,358

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

Annual Report

Financial Highlights - Class O

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 14.24	$ 12.04	$ 9.67	$ 9.50	$ 8.61
Income from Investment Operations
Net investment income (loss)^C	.20	.11	.12	.05	.04
Net realized and unrealized gain (loss)	2.19	2.22	2.32	.18	.93
Total from investment operations	2.39	2.33	2.44	.23	.97
Distributions from net investment income	(.10)	(.13)	(.06)	(.05)	(.07)
Distributions from net realized gain	-	-	(.01)	(.01)	(.01)
Total distributions	(.10)	(.13)	(.07)	(.06)	(.08)
Net asset value, end of period	$ 16.53	$ 14.24	$ 12.04	$ 9.67	$ 9.50
Total Return^{A, B}	16.83%	19.62%	25.38%	2.33%	11.31%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.60%	.60%	.61%	.61%	.61%
Expenses net of fee waivers, if any	.60%	.60%	.61%	.61%	.61%
Expenses net of all reductions	.59%	.59%	.60%	.59%	.60%
Net investment income (loss)	1.27%	.90%	1.05%	.48%	.44%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,634,214	$ 2,497,596	$ 2,382,741	$ 2,150,649	$ 2,509,669
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^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.

^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 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.

Financial Highlights - Class A

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.87	$ 11.74	$ 9.42	$ 9.26	$ 8.39
Income from Investment Operations
Net investment income (loss)^D	.15	.07	.08	.01	.01
Net realized and unrealized gain (loss)	2.13	2.15	2.28	.17	.90
Total from investment operations	2.28	2.22	2.36	.18	.91
Distributions from net investment income	(.05)	(.09)	(.03)	(.01)	(.04)
Distributions from net realized gain	-	-	(.01)	(.01)	(.01)
Total distributions	(.05)	(.09)	(.04)	(.02)	(.04)^H
Net asset value, end of period	$ 16.10	$ 13.87	$ 11.74	$ 9.42	$ 9.26
Total Return^{A, B, C}	16.50%	19.12%	25.06%	1.91%	10.94%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.89%	.92%	.94%	.95%	.98%
Expenses net of fee waivers, if any	.89%	.92%	.94%	.95%	.98%
Expenses net of all reductions	.89%	.90%	.94%	.94%	.97%
Net investment income (loss)	.97%	.58%	.71%	.13%	.07%
Supplemental Data
Net assets, end of period (000 omitted)	$ 389,001	$ 357,203	$ 325,967	$ 284,072	$ 315,290
Portfolio turnover rate^F	115%	57%	43%	118%	62%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

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

^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 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 Total distributions of $.04 per share is comprised of distributions from net investment income of $.039 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.62	$ 11.55	$ 9.28	$ 9.15	$ 8.29
Income from Investment Operations
Net investment income (loss)^C	.06	.01	.02	(.04)	(.04)
Net realized and unrealized gain (loss)	2.10	2.12	2.25	.17	.90
Total from investment operations	2.16	2.13	2.27	.13	.86
Distributions from net investment income	-	(.06)	-	-	-
Net asset value, end of period	$ 15.78	$ 13.62	$ 11.55	$ 9.28	$ 9.15
Total Return^{A, B}	15.86%	18.50%	24.46%	1.42%	10.37%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.43%	1.45%	1.46%	1.45%	1.47%
Expenses net of fee waivers, if any	1.43%	1.45%	1.46%	1.45%	1.47%
Expenses net of all reductions	1.43%	1.43%	1.45%	1.43%	1.46%
Net investment income (loss)	.43%	.05%	.20%	(.37)%	(.43)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,140	$ 1,543	$ 1,007	$ 739	$ 760
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

Financial Highlights - Class B

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.35	$ 11.31	$ 9.13	$ 9.05	$ 8.23
Income from Investment Operations
Net investment income (loss)^C	-^G	(.05)	(.03)	(.09)	(.08)
Net realized and unrealized gain (loss)	2.05	2.09	2.21	.17	.90
Total from investment operations	2.05	2.04	2.18	.08	.82
Net asset value, end of period	$ 15.40	$ 13.35	$ 11.31	$ 9.13	$ 9.05
Total Return^{A, B}	15.36%	18.04%	23.88%	.88%	9.96%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.89%	1.90%	1.90%	1.91%	1.92%
Expenses net of fee waivers, if any	1.89%	1.90%	1.90%	1.91%	1.92%
Expenses net of all reductions	1.89%	1.89%	1.90%	1.89%	1.91%
Net investment income (loss)	(.03)%	(.40)%	(.25)%	(.82)%	(.88)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 144	$ 184	$ 235	$ 296	$ 368
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

^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 C

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.32	$ 11.28	$ 9.11	$ 9.02	$ 8.21
Income from Investment Operations
Net investment income (loss)^C	-^G	(.05)	(.02)	(.08)	(.07)
Net realized and unrealized gain (loss)	2.04	2.09	2.19	.17	.88
Total from investment operations	2.04	2.04	2.17	.09	.81
Net asset value, end of period	$ 15.36	$ 13.32	$ 11.28	$ 9.11	$ 9.02
Total Return^{A, B}	15.32%	18.09%	23.82%	1.00%	9.87%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.89%	1.90%	1.87%	1.87%	1.90%
Expenses net of fee waivers, if any	1.89%	1.90%	1.87%	1.87%	1.90%
Expenses net of all reductions	1.89%	1.88%	1.87%	1.85%	1.89%
Net investment income (loss)	(.03)%	(.39)%	(.22)%	(.79)%	(.85)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,879	$ 1,764	$ 1,380	$ 1,007	$ 904
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

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

Financial Highlights - Institutional Class

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 14.28	$ 12.09	$ 9.71	$ 9.54	$ 8.59
Income from Investment Operations
Net investment income (loss)^B	.18	.09	.09	.02	.02
Net realized and unrealized gain (loss)	2.20	2.21	2.34	.18	.93
Total from investment operations	2.38	2.30	2.43	.20	.95
Distributions from net investment income	(.08)	(.11)	(.04)	(.02)	-
Distributions from net realized gain	-	-	(.01)	(.01)	-
Total distributions	(.08)	(.11)	(.05)	(.03)	-
Net asset value, end of period	$ 16.58	$ 14.28	$ 12.09	$ 9.71	$ 9.54
Total Return^A	16.72%	19.24%	25.10%	2.04%	11.06%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.74%	.79%	.87%	.88%	.87%
Expenses net of fee waivers, if any	.74%	.79%	.87%	.88%	.87%
Expenses net of all reductions	.73%	.78%	.86%	.86%	.87%
Net investment income (loss)	1.13%	.71%	.79%	.21%	.17%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,726	$ 1,281	$ 385	$ 199	$ 144
Portfolio turnover rate^D	115%	57%	43%	118%	62%

^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 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.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

Fidelity Advisor Capital Development Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers five classes of shares, Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class, 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 B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as Destiny Plans. Effective October 27, 2006, shares of Class A and Class O are no longer offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans II:O and Destiny Plans II:N.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

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

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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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. The aggregate value of investments by input level, as of September 30, 2014 is included at the end of the Fund's Schedule of Investments.

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

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

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

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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. 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 is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. 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 daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of September 30, 2014, 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. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, 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	$ 429,914,750
Gross unrealized depreciation	(61,591,608)
Net unrealized appreciation (depreciation) on securities	$ 368,323,142

Tax Cost	$ 2,687,333,329

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

Undistributed ordinary income	$ 29,068,739
Undistributed long-term capital gain	$ 406,670,896
Net unrealized appreciation (depreciation) on securities and other investments	$ 368,151,194

The tax character of distributions paid was as follows:

	September 30, 2014	September 30, 2013
Ordinary Income	$ 17,694,240	$ 28,324,962

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

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

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

During the period the Fund recognized net realized gain (loss) of $530,730 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 $3,449,946,705 and $3,708,954,241, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .55% 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 the investment adviser, 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%	957,012	14,265
Class T	.25%	.25%	9,074	18
Class B	.75%	.25%	1,707	1,284
Class C	.75%	.25%	18,920	2,082
			$ 986,713	$ 17,649

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

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	5,986
Class T	1,465
Class B*	22
Class C*	430
	$ 7,903

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, 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
Class O	$ 105,782	.00*
Class A	205,487	.05
Class T	6,240	.34
Class B	508	.30
Class C	5,713	.30
Institutional Class	2,628	.14
	$ 326,358

* Amount represents less than .01%

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $53,947 for the period.

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

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,030,071	.31%	$ 615

Annual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,050 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $923,603, including $5,596 from securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $1,213,000. The weighted average interest rate was .58%. The interest expense amounted to $20 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $37,718 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,	2014	2013
From net investment income
Class O	$ 16,337,634	$ 25,734,262
Class A	1,348,617	2,580,313
Class T	-	5,219
Institutional Class	7,989	5,168
Total	$ 17,694,240	$ 28,324,962

Annual Report

Notes to Financial Statements - continued

12. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
Years ended September 30,	2014	2013	2014	2013
Class O
Shares sold	4,090,392	6,948,016	$ 63,553,916	$ 87,890,391
Reinvestment of distributions	999,794	2,051,618	14,777,018	23,901,376
Shares redeemed	(21,145,176)	(31,414,203)	(331,436,126)	(399,023,736)
Net increase (decrease)	(16,054,990)	(22,414,569)	$ (253,105,192)	$ (287,231,969)
Class A
Shares sold	1,535,341	2,623,878	$ 23,321,304	$ 32,424,598
Reinvestment of distributions	80,289	209,197	1,158,566	2,380,704
Shares redeemed	(3,204,566)	(4,859,572)	(48,997,219)	(60,273,008)
Net increase (decrease)	(1,588,936)	(2,026,497)	$ (24,517,349)	$ (25,467,706)
Class T
Shares sold	42,814	35,032	$ 649,746	$ 426,823
Reinvestment of distributions	-	457	-	5,123
Shares redeemed	(20,449)	(9,492)	(304,587)	(114,547)
Net increase (decrease)	22,365	25,997	$ 345,159	$ 317,399
Class B
Shares sold	1,641	5,717	$ 22,982	$ 66,052
Shares redeemed	(6,094)	(12,670)	(88,613)	(154,871)
Net increase (decrease)	(4,453)	(6,953)	$ (65,631)	$ (88,819)
Class C
Shares sold	16,997	32,583	$ 248,655	$ 391,689
Shares redeemed	(27,156)	(22,388)	(403,263)	(265,294)
Net increase (decrease)	(10,159)	10,195	$ (154,608)	$ 126,395
Institutional Class
Shares sold	73,522	75,192	$ 1,154,256	$ 993,391
Reinvestment of distributions	525	421	7,794	4,928
Shares redeemed	(59,595)	(17,768)	(965,592)	(225,493)
Net increase (decrease)	14,452	57,845	$ 196,458	$ 772,826

13. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Capital Development Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Capital Development Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2014, 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 September 30, 2014, 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 Advisor Capital Development Fund as of September 30, 2014, 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

November 17, 2014

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and 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, each of the Trustees oversees 174 funds. Mr. Curvey oversees 407 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 (as defined in the 1940 Act) of the trust and the fund (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 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.

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

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 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and 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 served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* 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.

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 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. 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 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and 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 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. 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 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is 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).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was 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).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as 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.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as 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
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report

Distributions (Unaudited)

The fund hereby designates as a capital gain dividend with respect to the taxable year ended September 30, 2014, $453,496,721, 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%, 0%, 0% and 0% of the dividends distributed respectively during fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A, Class T, Class B and Class C designate 100%, 0%, 0% and 0% of dividends distributed respectively 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 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Capital Development Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the 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 (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 the 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 2014 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 connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

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 of the fund have a broad range of investment choices available to them, including a wide choice among 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 part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), 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. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity 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 Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, 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

Board Approval of Investment Advisory Contracts and Management Fees - continued

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

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

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 income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) 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; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

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 December 2013.

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 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 often 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, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Annual Report

Fidelity Advisor Capital Development Fund

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The Board has discussed with FMR the fund's underperformance (based on the December 31, 2013 data presented herein) and has engaged with FMR to consider what steps might be taken to remediate the fund's performance. The Board noted that the fund's performance has improved for more recent periods.

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 investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG% of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. 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. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. 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 rate ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Advisor Capital Development Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

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 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, and Class O ranked below its competitive median for 2013 and the total expense ratio of Class T ranked above its competitive median for 2013. 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 as compared to most competitor funds. 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 Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, 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.

Annual Report

On an annual basis, Fidelity 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 in respect of the mathematical accuracy of fund profitability and its conformity to established 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 ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). 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 group assets 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.

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) Fidelity's strategic marketing and product lineup goals; (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; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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 (Hong Kong) Limited
Fidelity Management & Research (Japan), Inc.
Fidelity Management & Research (U.K.) 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

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

ADESII-UANN-1114
1.814755.109

cap487

Fidelity Advisor®

Capital Development Fund -

Institutional Class

Annual Report

September 30, 2014

(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)

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended September 30, 2014	Past 1 year	Past 5 years	Past 10 years
Institutional Class ^A	16.72%	14.56%	7.27%

^AThe initial offering of Institutional Class shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class O, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in in Fidelity Advisor® Capital Development Fund - Institutional Class on September 30, 2004. 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 Institutional Class took place on July 12, 2005. See footnote above for additional information regarding the performance of Institutional Class.

cap526

Annual Report

Management's Discussion of Fund Performance

Comments from Matthew Fruhan, who became Portfolio Manager of Fidelity Advisor® Capital Development Fund on December 16, 2013: For the year, the fund's Institutional Class shares returned 16.72%, trailing the S&P 500®. Versus the index, it hurt to underweight large-cap, fast-growth, high-valuation areas of the market that performed strongly. A prime example was my decision to reduce and eventually sell social-media giant Facebook - the fund's largest individual detractor. I was concerned that its core advertising business was overvalued and that recent acquisitions demonstrated a lack of capital discipline, but the stock outperformed. The fund did not own Facebook at period end given what I see as a very negative future risk/reward scenario. Choices in materials hurt performance, including a non-index stake in metallurgical coal producer Walter Energy. Spot prices for coal deteriorated during the period, and the company's cash losses were larger than I expected; I sold the stock by period end. On the plus side, I established a non-index stake in Intercept Pharmaceuticals and it was by far the fund's top individual contributor. Shares of the drugmaker rose when its phase two trial of a drug for nonalcoholic steatohepatitis (NASH), a liver disease, was stopped early due to its efficacy. In consumer discretionary, it helped to sell the fund's stake in online retail giant Amazon.com. This index stock faced pressure in 2014 due to decelerating revenue growth, lack of profitability and continued forays into money-losing ventures.

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 (April 1, 2014 to September 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio ^B	Beginning Account Value April 1, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period* April 1, 2014 to September 30, 2014
Class O	.59%
Actual		$ 1,000.00	$ 1,045.50	$ 3.03
Hypothetical^A		$ 1,000.00	$ 1,022.11	$ 2.99
Class A	.89%
Actual		$ 1,000.00	$ 1,043.40	$ 4.56
Hypothetical^A		$ 1,000.00	$ 1,020.61	$ 4.51
Class T	1.43%
Actual		$ 1,000.00	$ 1,040.90	$ 7.32
Hypothetical^A		$ 1,000.00	$ 1,017.90	$ 7.23
Class B	1.89%
Actual		$ 1,000.00	$ 1,039.10	$ 9.66
Hypothetical^A		$ 1,000.00	$ 1,015.59	$ 9.55
Class C	1.89%
Actual		$ 1,000.00	$ 1,038.50	$ 9.66
Hypothetical^A		$ 1,000.00	$ 1,015.59	$ 9.55
Institutional Class	.74%
Actual		$ 1,000.00	$ 1,044.70	$ 3.79
Hypothetical^A		$ 1,000.00	$ 1,021.36	$ 3.75

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.0	3.9
Apple, Inc.	3.6	3.4
Microsoft Corp.	2.7	2.8
General Electric Co.	2.6	2.4
Citigroup, Inc.	2.3	2.1
Bank of America Corp.	2.2	1.8
Target Corp.	2.2	1.9
Verizon Communications, Inc.	2.0	1.7
Comcast Corp. Class A	1.9	1.5
Chevron Corp.	1.8	1.9
	25.3
Top Five Market Sectors as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.5	21.1
Financials	19.6	18.8
Health Care	12.1	14.9
Industrials	10.8	10.2
Energy	10.7	11.6

Asset Allocation (% of fund's net assets)
As of September 30, 2014*			As of March 31, 2014**
	Stocks 99.4%			Stocks 99.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.6%			Short-Term Investments and Net Other Assets (Liabilities) 1.0%
* Foreign investments		11.7%	** Foreign investments		12.7%

cap532

Annual Report

Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value
CONSUMER DISCRETIONARY - 9.1%
Automobiles - 0.1%
General Motors Co.	99,200		$ 3,168,448
Diversified Consumer Services - 0.4%
H&R Block, Inc.	383,828		11,902,506
Hotels, Restaurants & Leisure - 1.0%
Darden Restaurants, Inc.	59,900		3,082,454
Las Vegas Sands Corp.	67,400		4,192,954
Yum! Brands, Inc.	337,024		24,258,988
			31,534,396
Media - 3.7%
Comcast Corp.:
Class A	1,040,300		55,947,334
Class A (special) (non-vtg.)	6,100		326,350
Discovery Communications, Inc.:
Class A (a)	31,300		1,183,140
Class C (non-vtg.) (a)	31,300		1,166,864
Sinclair Broadcast Group, Inc. Class A	190,000		4,957,100
Starz Series A (a)	176,000		5,822,080
Time Warner, Inc.	442,910		33,311,261
Viacom, Inc. Class B (non-vtg.)	103,100		7,932,514
			110,646,643
Multiline Retail - 2.3%
Dollar General Corp. (a)	80,000		4,888,800
Target Corp.	1,045,750		65,547,610
			70,436,410
Specialty Retail - 1.6%
Lowe's Companies, Inc.	752,800		39,838,176
Sally Beauty Holdings, Inc. (a)	208,300		5,701,171
Staples, Inc.	228,700		2,767,270
			48,306,617
TOTAL CONSUMER DISCRETIONARY			275,995,020
CONSUMER STAPLES - 10.6%
Beverages - 3.2%
Diageo PLC	452,495		13,050,923
Monster Beverage Corp. (a)	51,300		4,702,671
PepsiCo, Inc.	245,700		22,872,213
Pernod Ricard SA	26,893		3,044,820
SABMiller PLC	238,100		13,231,936
The Coca-Cola Co.	955,600		40,765,896
			97,668,459
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	201,200		16,013,508
Walgreen Co.	322,200		19,096,794
Whole Foods Market, Inc.	129,700		4,942,867
			40,053,169
Food Products - 0.3%
Kellogg Co.	158,800		9,782,080

	Shares		Value
Household Products - 1.6%
Procter & Gamble Co.	555,700		$ 46,534,318
Tobacco - 4.2%
British American Tobacco PLC sponsored ADR	345,264		39,042,453
Lorillard, Inc.	629,324		37,702,801
Philip Morris International, Inc.	362,744		30,252,850
Reynolds American, Inc.	317,700		18,744,300
			125,742,404
TOTAL CONSUMER STAPLES			319,780,430
ENERGY - 10.7%
Energy Equipment & Services - 1.6%
Cameron International Corp. (a)	165,300		10,972,614
Ensco PLC Class A	206,700		8,538,777
National Oilwell Varco, Inc.	101,800		7,746,980
Oceaneering International, Inc.	103,300		6,732,061
Schlumberger Ltd.	144,200		14,663,698
			48,654,130
Oil, Gas & Consumable Fuels - 9.1%
Amyris, Inc. (a)(d)	1,868,023		7,079,807
Anadarko Petroleum Corp.	51,300		5,203,872
Apache Corp.	345,600		32,441,472
BG Group PLC	1,630,198		30,094,836
Canadian Natural Resources Ltd.	497,000		19,308,424
Chevron Corp.	469,927		56,071,690
Exxon Mobil Corp.	115,900		10,900,395
Imperial Oil Ltd.	384,000		18,141,381
Markwest Energy Partners LP	117,600		9,034,032
Occidental Petroleum Corp.	213,500		20,528,025
Peabody Energy Corp.	453,800		5,618,044
Suncor Energy, Inc.	989,800		35,819,987
The Williams Companies, Inc.	428,658		23,726,220
			273,968,185
TOTAL ENERGY			322,622,315
FINANCIALS - 19.6%
Banks - 12.0%
Bank of America Corp.	3,935,300		67,096,865
Citigroup, Inc.	1,348,404		69,874,295
JPMorgan Chase & Co.	2,021,710		121,787,809
PNC Financial Services Group, Inc.	128,226		10,973,581
Standard Chartered PLC (United Kingdom)	1,371,995		25,367,111
SunTrust Banks, Inc.	511,800		19,463,754
U.S. Bancorp	423,742		17,725,128
Wells Fargo & Co.	627,050		32,525,084
			364,813,627
Capital Markets - 4.4%
BlackRock, Inc. Class A	12,600		4,136,832
Charles Schwab Corp.	747,155		21,958,885
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
E*TRADE Financial Corp. (a)	259,100		$ 5,853,069
FXCM, Inc. Class A	142,100		2,252,285
Goldman Sachs Group, Inc.	16,300		2,992,191
KKR & Co. LP	303,082		6,758,729
Morgan Stanley	850,700		29,408,699
Northern Trust Corp.	249,095		16,945,933
State Street Corp.	535,490		39,417,419
The Blackstone Group LP	143,600		4,520,528
			134,244,570
Diversified Financial Services - 0.2%
IntercontinentalExchange Group, Inc.	35,000		6,826,750
Insurance - 2.7%
American International Group, Inc.	409,500		22,121,190
Genworth Financial, Inc. Class A (a)	1,062,600		13,920,060
Lincoln National Corp.	199,300		10,678,494
MetLife, Inc.	542,100		29,121,612
Principal Financial Group, Inc.	83,900		4,402,233
			80,243,589
Thrifts & Mortgage Finance - 0.3%
MGIC Investment Corp. (a)	878,525		6,861,280
Radian Group, Inc.	69,100		985,366
			7,846,646
TOTAL FINANCIALS			593,975,182
HEALTH CARE - 12.1%
Biotechnology - 3.4%
Aegerion Pharmaceuticals, Inc. (a)	28,274		943,786
Alnylam Pharmaceuticals, Inc. (a)	38,200		2,983,420
Amgen, Inc.	251,915		35,383,981
BioCryst Pharmaceuticals, Inc. (a)	326,900		3,197,082
Biogen Idec, Inc. (a)	14,600		4,829,826
Clovis Oncology, Inc. (a)	231,200		10,487,232
Discovery Laboratories, Inc. (a)(d)	105,812		194,694
Insmed, Inc. (a)	143,200		1,868,760
Intercept Pharmaceuticals, Inc. (a)	137,658		32,582,272
MEI Pharma, Inc. (a)	877,019		6,051,431
Synageva BioPharma Corp. (a)	27,525		1,893,170
XOMA Corp. (a)	494,848		2,083,310
			102,498,964
Health Care Equipment & Supplies - 2.6%
Abbott Laboratories	234,300		9,744,537
Alere, Inc. (a)	942,300		36,542,394
Boston Scientific Corp. (a)	1,982,751		23,416,289
St. Jude Medical, Inc.	58,500		3,517,605
Zimmer Holdings, Inc.	59,000		5,932,450
			79,153,275
Health Care Providers & Services - 2.2%
Catamaran Corp. (a)	142,100		5,984,961

	Shares		Value
China Cord Blood Corp. (a)	331,900		$ 1,622,991
Community Health Systems, Inc. (a)	156,600		8,580,114
Express Scripts Holding Co. (a)	275,200		19,437,376
McKesson Corp.	147,380		28,690,465
Quest Diagnostics, Inc.	38,422		2,331,447
			66,647,354
Health Care Technology - 0.4%
MedAssets, Inc. (a)	593,989		12,307,452
Pharmaceuticals - 3.5%
AbbVie, Inc.	57,500		3,321,200
Actavis PLC (a)	55,300		13,342,784
GlaxoSmithKline PLC sponsored ADR (d)	662,200		30,441,334
Jazz Pharmaceuticals PLC (a)	56,000		8,991,360
Johnson & Johnson	127,360		13,575,302
Novartis AG sponsored ADR	82,891		7,802,530
Teva Pharmaceutical Industries Ltd. sponsored ADR	437,750		23,529,063
TherapeuticsMD, Inc. (a)	285,300		1,323,792
Theravance, Inc.	21,000		358,890
XenoPort, Inc. (a)	791,908		4,260,465
			106,946,720
TOTAL HEALTH CARE			367,553,765
INDUSTRIALS - 10.8%
Aerospace & Defense - 1.4%
Honeywell International, Inc.	59,867		5,574,815
KEYW Holding Corp. (a)(d)	97,013		1,073,934
Rolls-Royce Group PLC	319,200		4,991,009
The Boeing Co.	183,500		23,374,230
United Technologies Corp.	75,900		8,015,040
			43,029,028
Air Freight & Logistics - 1.9%
C.H. Robinson Worldwide, Inc.	111,600		7,401,312
FedEx Corp.	117,700		19,002,665
United Parcel Service, Inc. Class B	297,600		29,251,104
UTi Worldwide, Inc. (a)	120,900		1,285,167
			56,940,248
Commercial Services & Supplies - 0.5%
ADT Corp. (d)	409,900		14,535,054
Electrical Equipment - 0.5%
AMETEK, Inc.	107,100		5,377,491
Hubbell, Inc. Class B	33,118		3,991,713
OSRAM Licht AG (a)	52,046		1,938,904
Vestas Wind Systems A/S (a)	75,900		2,967,203
			14,275,311
Industrial Conglomerates - 3.0%
Danaher Corp.	145,695		11,069,906
General Electric Co.	3,127,400		80,123,988
			91,193,894
Machinery - 0.8%
Caterpillar, Inc.	24,300		2,406,429
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Cummins, Inc.	8,000		$ 1,055,840
Deere & Co.	104,100		8,535,159
Ingersoll-Rand PLC	133,400		7,518,424
Manitowoc Co., Inc.	61,100		1,432,795
Valmont Industries, Inc.	33,200		4,479,676
			25,428,323
Professional Services - 0.7%
Acacia Research Corp.	461,268		7,140,429
Bureau Veritas SA	208,009		4,596,387
Exova Group Ltd. PLC (a)	314,000		898,458
Verisk Analytics, Inc. (a)	125,500		7,641,695
			20,276,969
Road & Rail - 2.0%
CSX Corp.	1,057,400		33,900,244
J.B. Hunt Transport Services, Inc.	144,700		10,715,035
Kansas City Southern	46,600		5,647,920
Norfolk Southern Corp.	107,600		12,008,160
			62,271,359
TOTAL INDUSTRIALS			327,950,186
INFORMATION TECHNOLOGY - 21.5%
Communications Equipment - 2.2%
Cisco Systems, Inc.	1,787,000		44,978,790
QUALCOMM, Inc.	300,000		22,431,000
			67,409,790
Internet Software & Services - 4.0%
Cornerstone OnDemand, Inc. (a)	130,600		4,493,946
Google, Inc.:
Class A (a)	80,700		47,484,687
Class C (a)	66,500		38,394,440
Yahoo!, Inc. (a)	725,959		29,582,829
			119,955,902
IT Services - 4.7%
Cognizant Technology Solutions Corp. Class A (a)	400,100		17,912,477
Fidelity National Information Services, Inc.	111,400		6,271,820
IBM Corp.	103,700		19,685,371
MasterCard, Inc. Class A	364,900		26,973,408
Paychex, Inc.	524,700		23,191,740
Quindell PLC	1,032,140		2,430,401
The Western Union Co.	215,600		3,458,224
Unisys Corp. (a)	549,199		12,856,749
Visa, Inc. Class A	141,800		30,255,866
			143,036,056

	Shares		Value
Semiconductors & Semiconductor Equipment - 1.9%
Applied Materials, Inc.	951,100		$ 20,553,271
Broadcom Corp. Class A	878,436		35,506,383
			56,059,654
Software - 4.6%
Adobe Systems, Inc. (a)	154,200		10,669,098
Autodesk, Inc. (a)	211,400		11,648,140
Imperva, Inc. (a)	62,000		1,781,260
Intuit, Inc.	16,900		1,481,285
Microsoft Corp.	1,734,200		80,397,512
Oracle Corp.	446,850		17,105,418
Parametric Technology Corp. (a)	180,697		6,667,719
salesforce.com, Inc. (a)	156,600		9,009,198
			138,759,630
Technology Hardware, Storage & Peripherals - 4.1%
Apple, Inc.	1,082,000		109,011,500
EMC Corp.	283,280		8,288,773
First Data Holdings, Inc. Class B (e)	2,081,477		8,325,908
			125,626,181
TOTAL INFORMATION TECHNOLOGY			650,847,213
MATERIALS - 3.0%
Chemicals - 2.4%
Airgas, Inc.	134,390		14,870,254
Balchem Corp.	17,736		1,003,326
E.I. du Pont de Nemours & Co.	115,347		8,277,301
FMC Corp.	139,100		7,955,129
Intrepid Potash, Inc. (a)(d)	214,140		3,308,463
Monsanto Co.	216,100		24,313,411
Potash Corp. of Saskatchewan, Inc. (d)	125,100		4,331,781
Syngenta AG (Switzerland)	25,307		8,013,354
			72,073,019
Metals & Mining - 0.6%
Freeport-McMoRan, Inc.	550,200		17,964,030
U.S. Silica Holdings, Inc.	30,600		1,912,806
			19,876,836
TOTAL MATERIALS			91,949,855
TELECOMMUNICATION SERVICES - 2.0%
Diversified Telecommunication Services - 2.0%
Verizon Communications, Inc.	1,213,806		60,678,162
TOTAL COMMON STOCKS (Cost $2,639,801,934)		3,011,352,128
Convertible Preferred Stocks - 0.0%
	Shares		Value
CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc. Series D (e) (Cost $474,963)	28,061		$ 226,452
Money Market Funds - 1.5%

Fidelity Cash Central Fund, 0.12% (b)	9,152,677		9,152,677
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	34,925,214		34,925,214
TOTAL MONEY MARKET FUNDS (Cost $44,077,891)		44,077,891

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $2,684,354,788)

3,055,656,471

NET OTHER ASSETS (LIABILITIES) - (0.9)%			(26,552,962)
NET ASSETS - 100%		$ 3,029,103,509

Legend

(a) Non-income producing

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
First Data Holdings, Inc. Class B	6/26/14	$ 8,325,908
NJOY, Inc. Series D	2/14/14	474,963

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	$ 19,195
Fidelity Securities Lending Cash Central Fund	923,603
Total	$ 942,798

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 276,221,472	$ 275,995,020	$ -	$ 226,452
Consumer Staples	319,780,430	306,729,507	13,050,923	-
Energy	322,622,315	292,527,479	30,094,836	-
Financials	593,975,182	593,975,182	-	-
Health Care	367,553,765	367,553,765	-	-
Industrials	327,950,186	327,950,186	-	-
Information Technology	650,847,213	642,521,305	-	8,325,908
Materials	91,949,855	83,936,501	8,013,354	-
Telecommunication Services	60,678,162	60,678,162	-	-
Money Market Funds	44,077,891	44,077,891	-	-
Total Investments in Securities:	$ 3,055,656,471	$ 2,995,944,998	$ 51,159,113	$ 8,552,360

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

United States of America	88.3%
United Kingdom	5.5%
Canada	2.7%
Ireland	1.0%
Others (Individually Less Than 1%)	2.5%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	September 30, 2014

Assets
Investment in securities, at value (including securities loaned of $33,782,765) - See accompanying schedule: Unaffiliated issuers (cost $2,640,276,897)	$ 3,011,578,580
Fidelity Central Funds (cost $44,077,891)	44,077,891
Total Investments (cost $2,684,354,788)		$ 3,055,656,471
Receivable for investments sold		22,286,886
Receivable for fund shares sold		260,957
Dividends receivable		4,726,112
Distributions receivable from Fidelity Central Funds		123,712
Other receivables		510,526
Total assets		3,083,564,664

Liabilities
Payable for investments purchased	$ 16,461,819
Payable for fund shares redeemed	1,236,252
Accrued management fee	1,414,064
Distribution and service plan fees payable	85,041
Other affiliated payables	166,163
Other payables and accrued expenses	172,602
Collateral on securities loaned, at value	34,925,214
Total liabilities		54,461,155

Net Assets		$ 3,029,103,509
Net Assets consist of:
Paid in capital		$ 2,225,307,657
Undistributed net investment income		28,973,761
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		403,692,356
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		371,129,735
Net Assets		$ 3,029,103,509

Statement of Assets and Liabilities - continued

	September 30, 2014

Class O: Net Asset Value, offering price and redemption price per share ($2,634,213,507 ÷ 159,373,131 shares)		$ 16.53

Class A: Net Asset Value and redemption price per share ($389,001,036 ÷ 24,157,615 shares)		$ 16.10

Maximum offering price per share (100/94.25 of $16.10)		$ 17.08
Class T: Net Asset Value and redemption price per share ($2,140,267 ÷ 135,617 shares)		$ 15.78

Maximum offering price per share (100/96.50 of $15.78)		$ 16.35
Class B: Net Asset Value and offering price per share ($143,728 ÷ 9,334 shares)^A		$ 15.40


Class C: Net Asset Value and offering price per share ($1,878,509 ÷ 122,314 shares)^A		$ 15.36

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,726,462 ÷ 104,140 shares)		$ 16.58

^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 September 30, 2014

Investment Income
Dividends		$ 55,252,955
Interest		191
Income from Fidelity Central Funds		942,798
Total income		56,195,944

Expenses
Management fee	$ 16,619,239
Transfer agent fees	326,358
Distribution and service plan fees	986,713
Accounting and security lending fees	892,688
Custodian fees and expenses	121,376
Independent trustees' compensation	13,001
Appreciation in deferred trustee compensation account	381
Registration fees	74,853
Audit	76,282
Legal	19,243
Interest	635
Miscellaneous	23,999
Total expenses before reductions	19,154,768
Expense reductions	(37,718)	19,117,050
Net investment income (loss)		37,078,894
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	756,109,647
Foreign currency transactions	(150,178)
Futures contracts	530,730
Total net realized gain (loss)		756,490,199
Change in net unrealized appreciation (depreciation) on: Investment securities	(329,033,319)
Assets and liabilities in foreign currencies	(7,220)
Total change in net unrealized appreciation (depreciation)		(329,040,539)
Net gain (loss)		427,449,660
Net increase (decrease) in net assets resulting from operations		$ 464,528,554

Statement of Changes in Net Assets

	Year ended September 30, 2014	Year ended September 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 37,078,894	$ 23,417,669
Net realized gain (loss)	756,490,199	174,082,437
Change in net unrealized appreciation (depreciation)	(329,040,539)	290,252,660
Net increase (decrease) in net assets resulting from operations	464,528,554	487,752,766
Distributions to shareholders from net investment income	(17,694,240)	(28,324,962)
Share transactions - net increase (decrease)	(277,301,163)	(311,571,874)
Total increase (decrease) in net assets	169,533,151	147,855,930

Net Assets
Beginning of period	2,859,570,358	2,711,714,428
End of period (including undistributed net investment income of $28,973,761 and undistributed net investment income of $13,756,209, respectively)	$ 3,029,103,509	$ 2,859,570,358

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

Annual Report

Financial Highlights - Class O

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 14.24	$ 12.04	$ 9.67	$ 9.50	$ 8.61
Income from Investment Operations
Net investment income (loss)^C	.20	.11	.12	.05	.04
Net realized and unrealized gain (loss)	2.19	2.22	2.32	.18	.93
Total from investment operations	2.39	2.33	2.44	.23	.97
Distributions from net investment income	(.10)	(.13)	(.06)	(.05)	(.07)
Distributions from net realized gain	-	-	(.01)	(.01)	(.01)
Total distributions	(.10)	(.13)	(.07)	(.06)	(.08)
Net asset value, end of period	$ 16.53	$ 14.24	$ 12.04	$ 9.67	$ 9.50
Total Return^{A, B}	16.83%	19.62%	25.38%	2.33%	11.31%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.60%	.60%	.61%	.61%	.61%
Expenses net of fee waivers, if any	.60%	.60%	.61%	.61%	.61%
Expenses net of all reductions	.59%	.59%	.60%	.59%	.60%
Net investment income (loss)	1.27%	.90%	1.05%	.48%	.44%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,634,214	$ 2,497,596	$ 2,382,741	$ 2,150,649	$ 2,509,669
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^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.

Financial Highlights - Class A

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.87	$ 11.74	$ 9.42	$ 9.26	$ 8.39
Income from Investment Operations
Net investment income (loss)^D	.15	.07	.08	.01	.01
Net realized and unrealized gain (loss)	2.13	2.15	2.28	.17	.90
Total from investment operations	2.28	2.22	2.36	.18	.91
Distributions from net investment income	(.05)	(.09)	(.03)	(.01)	(.04)
Distributions from net realized gain	-	-	(.01)	(.01)	(.01)
Total distributions	(.05)	(.09)	(.04)	(.02)	(.04)^H
Net asset value, end of period	$ 16.10	$ 13.87	$ 11.74	$ 9.42	$ 9.26
Total Return^{A, B, C}	16.50%	19.12%	25.06%	1.91%	10.94%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.89%	.92%	.94%	.95%	.98%
Expenses net of fee waivers, if any	.89%	.92%	.94%	.95%	.98%
Expenses net of all reductions	.89%	.90%	.94%	.94%	.97%
Net investment income (loss)	.97%	.58%	.71%	.13%	.07%
Supplemental Data
Net assets, end of period (000 omitted)	$ 389,001	$ 357,203	$ 325,967	$ 284,072	$ 315,290
Portfolio turnover rate^F	115%	57%	43%	118%	62%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

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

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

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

^H Total distributions of $.04 per share is comprised of distributions from net investment income of $.039 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.62	$ 11.55	$ 9.28	$ 9.15	$ 8.29
Income from Investment Operations
Net investment income (loss)^C	.06	.01	.02	(.04)	(.04)
Net realized and unrealized gain (loss)	2.10	2.12	2.25	.17	.90
Total from investment operations	2.16	2.13	2.27	.13	.86
Distributions from net investment income	-	(.06)	-	-	-
Net asset value, end of period	$ 15.78	$ 13.62	$ 11.55	$ 9.28	$ 9.15
Total Return^{A, B}	15.86%	18.50%	24.46%	1.42%	10.37%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.43%	1.45%	1.46%	1.45%	1.47%
Expenses net of fee waivers, if any	1.43%	1.45%	1.46%	1.45%	1.47%
Expenses net of all reductions	1.43%	1.43%	1.45%	1.43%	1.46%
Net investment income (loss)	.43%	.05%	.20%	(.37)%	(.43)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,140	$ 1,543	$ 1,007	$ 739	$ 760
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

Financial Highlights - Class B

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.35	$ 11.31	$ 9.13	$ 9.05	$ 8.23
Income from Investment Operations
Net investment income (loss)^C	-^G	(.05)	(.03)	(.09)	(.08)
Net realized and unrealized gain (loss)	2.05	2.09	2.21	.17	.90
Total from investment operations	2.05	2.04	2.18	.08	.82
Net asset value, end of period	$ 15.40	$ 13.35	$ 11.31	$ 9.13	$ 9.05
Total Return^{A, B}	15.36%	18.04%	23.88%	.88%	9.96%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.89%	1.90%	1.90%	1.91%	1.92%
Expenses net of fee waivers, if any	1.89%	1.90%	1.90%	1.91%	1.92%
Expenses net of all reductions	1.89%	1.89%	1.90%	1.89%	1.91%
Net investment income (loss)	(.03)%	(.40)%	(.25)%	(.82)%	(.88)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 144	$ 184	$ 235	$ 296	$ 368
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

^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 C

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.32	$ 11.28	$ 9.11	$ 9.02	$ 8.21
Income from Investment Operations
Net investment income (loss)^C	-^G	(.05)	(.02)	(.08)	(.07)
Net realized and unrealized gain (loss)	2.04	2.09	2.19	.17	.88
Total from investment operations	2.04	2.04	2.17	.09	.81
Net asset value, end of period	$ 15.36	$ 13.32	$ 11.28	$ 9.11	$ 9.02
Total Return^{A, B}	15.32%	18.09%	23.82%	1.00%	9.87%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.89%	1.90%	1.87%	1.87%	1.90%
Expenses net of fee waivers, if any	1.89%	1.90%	1.87%	1.87%	1.90%
Expenses net of all reductions	1.89%	1.88%	1.87%	1.85%	1.89%
Net investment income (loss)	(.03)%	(.39)%	(.22)%	(.79)%	(.85)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,879	$ 1,764	$ 1,380	$ 1,007	$ 904
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

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

Financial Highlights - Institutional Class

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 14.28	$ 12.09	$ 9.71	$ 9.54	$ 8.59
Income from Investment Operations
Net investment income (loss)^B	.18	.09	.09	.02	.02
Net realized and unrealized gain (loss)	2.20	2.21	2.34	.18	.93
Total from investment operations	2.38	2.30	2.43	.20	.95
Distributions from net investment income	(.08)	(.11)	(.04)	(.02)	-
Distributions from net realized gain	-	-	(.01)	(.01)	-
Total distributions	(.08)	(.11)	(.05)	(.03)	-
Net asset value, end of period	$ 16.58	$ 14.28	$ 12.09	$ 9.71	$ 9.54
Total Return^A	16.72%	19.24%	25.10%	2.04%	11.06%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.74%	.79%	.87%	.88%	.87%
Expenses net of fee waivers, if any	.74%	.79%	.87%	.88%	.87%
Expenses net of all reductions	.73%	.78%	.86%	.86%	.87%
Net investment income (loss)	1.13%	.71%	.79%	.21%	.17%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,726	$ 1,281	$ 385	$ 199	$ 144
Portfolio turnover rate^D	115%	57%	43%	118%	62%

^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.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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	$ 429,914,750
Gross unrealized depreciation	(61,591,608)
Net unrealized appreciation (depreciation) on securities	$ 368,323,142

Tax Cost	$ 2,687,333,329

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

Undistributed ordinary income	$ 29,068,739
Undistributed long-term capital gain	$ 406,670,896
Net unrealized appreciation (depreciation) on securities and other investments	$ 368,151,194

The tax character of distributions paid was as follows:

	September 30, 2014	September 30, 2013
Ordinary Income	$ 17,694,240	$ 28,324,962

4. Derivative Instruments.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

During the period the Fund recognized net realized gain (loss) of $530,730 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 $3,449,946,705 and $3,708,954,241, respectively.

6. Fees and Other Transactions with Affiliates.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	957,012	14,265
Class T	.25%	.25%	9,074	18
Class B	.75%	.25%	1,707	1,284
Class C	.75%	.25%	18,920	2,082
			$ 986,713	$ 17,649

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

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

	Retained by FDC
Class A	5,986
Class T	1,465
Class B*	22
Class C*	430
	$ 7,903

* 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 O	$ 105,782	.00*
Class A	205,487	.05
Class T	6,240	.34
Class B	508	.30
Class C	5,713	.30
Institutional Class	2,628	.14
	$ 326,358

* Amount represents less than .01%

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,030,071	.31%	$ 615

Annual Report

7. Committed Line of Credit.

8. Security Lending.

9. Bank Borrowings.

10. Expense Reductions.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,	2014	2013
From net investment income
Class O	$ 16,337,634	$ 25,734,262
Class A	1,348,617	2,580,313
Class T	-	5,219
Institutional Class	7,989	5,168
Total	$ 17,694,240	$ 28,324,962

Annual Report

Notes to Financial Statements - continued

12. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
Years ended September 30,	2014	2013	2014	2013
Class O
Shares sold	4,090,392	6,948,016	$ 63,553,916	$ 87,890,391
Reinvestment of distributions	999,794	2,051,618	14,777,018	23,901,376
Shares redeemed	(21,145,176)	(31,414,203)	(331,436,126)	(399,023,736)
Net increase (decrease)	(16,054,990)	(22,414,569)	$ (253,105,192)	$ (287,231,969)
Class A
Shares sold	1,535,341	2,623,878	$ 23,321,304	$ 32,424,598
Reinvestment of distributions	80,289	209,197	1,158,566	2,380,704
Shares redeemed	(3,204,566)	(4,859,572)	(48,997,219)	(60,273,008)
Net increase (decrease)	(1,588,936)	(2,026,497)	$ (24,517,349)	$ (25,467,706)
Class T
Shares sold	42,814	35,032	$ 649,746	$ 426,823
Reinvestment of distributions	-	457	-	5,123
Shares redeemed	(20,449)	(9,492)	(304,587)	(114,547)
Net increase (decrease)	22,365	25,997	$ 345,159	$ 317,399
Class B
Shares sold	1,641	5,717	$ 22,982	$ 66,052
Shares redeemed	(6,094)	(12,670)	(88,613)	(154,871)
Net increase (decrease)	(4,453)	(6,953)	$ (65,631)	$ (88,819)
Class C
Shares sold	16,997	32,583	$ 248,655	$ 391,689
Shares redeemed	(27,156)	(22,388)	(403,263)	(265,294)
Net increase (decrease)	(10,159)	10,195	$ (154,608)	$ 126,395
Institutional Class
Shares sold	73,522	75,192	$ 1,154,256	$ 993,391
Reinvestment of distributions	525	421	7,794	4,928
Shares redeemed	(59,595)	(17,768)	(965,592)	(225,493)
Net increase (decrease)	14,452	57,845	$ 196,458	$ 772,826

13. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Capital Development Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 17, 2014

Annual Report

Trustees and Officers

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 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and 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 served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. 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 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and 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 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. 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 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is 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).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was 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).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as 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.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as 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
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report

Distributions (Unaudited)

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 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 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Capital Development Fund

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Annual Report

Fidelity Advisor Capital Development Fund

cap534

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 Advisor Capital Development Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

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

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

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

ADESII-I-UANN-1114
1.814761.109

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Fidelity® Destiny® Portfolios:
Fidelity Advisor®

Capital Development Fund -

Class A

Annual Report

September 30, 2014

(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)

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended September 30, 2014	Past 1 year	Past 5 years	Past 10 years
Class A	16.50%	14.43%	7.04%
$50/month 15-Year Plan ^A	-41.75%	12.05%	6.50%

^A The figures provided for a "$50/month 15-year Plan" illustrate the class' performance adjusted to reflect sales charges assessed by the Plans. The maximum creation and sales charges for the Plan is 50% of the first 12 investments in the Plan. Actual fees and charges will vary by Plan and investment amount. The illustration assumes an initial investment at the beginning of each period shown and does not reflect what investors would have earned had they made regular monthly investments over the period. Investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Capital Development Fund - Class A on September 30, 2004. 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.

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Annual Report

Management's Discussion of Fund Performance

Comments from Matthew Fruhan, who became Portfolio Manager of Fidelity Advisor® Capital Development Fund on December 16, 2013: For the year, the fund's Class A shares returned 16.50%, trailing the S&P 500®. Versus the index, it hurt to underweight large-cap, fast-growth, high-valuation areas of the market that performed strongly. A prime example was my decision to reduce and eventually sell social-media giant Facebook - the fund's largest individual detractor. I was concerned that its core advertising business was overvalued and that recent acquisitions demonstrated a lack of capital discipline, but the stock outperformed. The fund did not own Facebook at period end given what I see as a very negative future risk/reward scenario. Choices in materials hurt performance, including a non-index stake in metallurgical coal producer Walter Energy. Spot prices for coal deteriorated during the period, and the company's cash losses were larger than I expected; I sold the stock by period end. On the plus side, I established a non-index stake in Intercept Pharmaceuticals and it was by far the fund's top individual contributor. Shares of the drugmaker rose when its phase two trial of a drug for nonalcoholic steatohepatitis (NASH), a liver disease, was stopped early due to its efficacy. In consumer discretionary, it helped to sell the fund's stake in online retail giant Amazon.com. This index stock faced pressure in 2014 due to decelerating revenue growth, lack of profitability and continued forays into money-losing ventures.

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 (April 1, 2014 to September 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio ^B	Beginning Account Value April 1, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period* April 1, 2014 to September 30, 2014
Class O	.59%
Actual		$ 1,000.00	$ 1,045.50	$ 3.03
Hypothetical^A		$ 1,000.00	$ 1,022.11	$ 2.99
Class A	.89%
Actual		$ 1,000.00	$ 1,043.40	$ 4.56
Hypothetical^A		$ 1,000.00	$ 1,020.61	$ 4.51
Class T	1.43%
Actual		$ 1,000.00	$ 1,040.90	$ 7.32
Hypothetical^A		$ 1,000.00	$ 1,017.90	$ 7.23
Class B	1.89%
Actual		$ 1,000.00	$ 1,039.10	$ 9.66
Hypothetical^A		$ 1,000.00	$ 1,015.59	$ 9.55
Class C	1.89%
Actual		$ 1,000.00	$ 1,038.50	$ 9.66
Hypothetical^A		$ 1,000.00	$ 1,015.59	$ 9.55
Institutional Class	.74%
Actual		$ 1,000.00	$ 1,044.70	$ 3.79
Hypothetical^A		$ 1,000.00	$ 1,021.36	$ 3.75

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.0	3.9
Apple, Inc.	3.6	3.4
Microsoft Corp.	2.7	2.8
General Electric Co.	2.6	2.4
Citigroup, Inc.	2.3	2.1
Bank of America Corp.	2.2	1.8
Target Corp.	2.2	1.9
Verizon Communications, Inc.	2.0	1.7
Comcast Corp. Class A	1.9	1.5
Chevron Corp.	1.8	1.9
	25.3
Top Five Market Sectors as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.5	21.1
Financials	19.6	18.8
Health Care	12.1	14.9
Industrials	10.8	10.2
Energy	10.7	11.6

Asset Allocation (% of fund's net assets)
As of September 30, 2014*			As of March 31, 2014**
	Stocks 99.4%			Stocks 99.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.6%			Short-Term Investments and Net Other Assets (Liabilities) 1.0%
* Foreign investments		11.7%	** Foreign investments		12.7%

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Annual Report

Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value
CONSUMER DISCRETIONARY - 9.1%
Automobiles - 0.1%
General Motors Co.	99,200		$ 3,168,448
Diversified Consumer Services - 0.4%
H&R Block, Inc.	383,828		11,902,506
Hotels, Restaurants & Leisure - 1.0%
Darden Restaurants, Inc.	59,900		3,082,454
Las Vegas Sands Corp.	67,400		4,192,954
Yum! Brands, Inc.	337,024		24,258,988
			31,534,396
Media - 3.7%
Comcast Corp.:
Class A	1,040,300		55,947,334
Class A (special) (non-vtg.)	6,100		326,350
Discovery Communications, Inc.:
Class A (a)	31,300		1,183,140
Class C (non-vtg.) (a)	31,300		1,166,864
Sinclair Broadcast Group, Inc. Class A	190,000		4,957,100
Starz Series A (a)	176,000		5,822,080
Time Warner, Inc.	442,910		33,311,261
Viacom, Inc. Class B (non-vtg.)	103,100		7,932,514
			110,646,643
Multiline Retail - 2.3%
Dollar General Corp. (a)	80,000		4,888,800
Target Corp.	1,045,750		65,547,610
			70,436,410
Specialty Retail - 1.6%
Lowe's Companies, Inc.	752,800		39,838,176
Sally Beauty Holdings, Inc. (a)	208,300		5,701,171
Staples, Inc.	228,700		2,767,270
			48,306,617
TOTAL CONSUMER DISCRETIONARY			275,995,020
CONSUMER STAPLES - 10.6%
Beverages - 3.2%
Diageo PLC	452,495		13,050,923
Monster Beverage Corp. (a)	51,300		4,702,671
PepsiCo, Inc.	245,700		22,872,213
Pernod Ricard SA	26,893		3,044,820
SABMiller PLC	238,100		13,231,936
The Coca-Cola Co.	955,600		40,765,896
			97,668,459
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	201,200		16,013,508
Walgreen Co.	322,200		19,096,794
Whole Foods Market, Inc.	129,700		4,942,867
			40,053,169
Food Products - 0.3%
Kellogg Co.	158,800		9,782,080

	Shares		Value
Household Products - 1.6%
Procter & Gamble Co.	555,700		$ 46,534,318
Tobacco - 4.2%
British American Tobacco PLC sponsored ADR	345,264		39,042,453
Lorillard, Inc.	629,324		37,702,801
Philip Morris International, Inc.	362,744		30,252,850
Reynolds American, Inc.	317,700		18,744,300
			125,742,404
TOTAL CONSUMER STAPLES			319,780,430
ENERGY - 10.7%
Energy Equipment & Services - 1.6%
Cameron International Corp. (a)	165,300		10,972,614
Ensco PLC Class A	206,700		8,538,777
National Oilwell Varco, Inc.	101,800		7,746,980
Oceaneering International, Inc.	103,300		6,732,061
Schlumberger Ltd.	144,200		14,663,698
			48,654,130
Oil, Gas & Consumable Fuels - 9.1%
Amyris, Inc. (a)(d)	1,868,023		7,079,807
Anadarko Petroleum Corp.	51,300		5,203,872
Apache Corp.	345,600		32,441,472
BG Group PLC	1,630,198		30,094,836
Canadian Natural Resources Ltd.	497,000		19,308,424
Chevron Corp.	469,927		56,071,690
Exxon Mobil Corp.	115,900		10,900,395
Imperial Oil Ltd.	384,000		18,141,381
Markwest Energy Partners LP	117,600		9,034,032
Occidental Petroleum Corp.	213,500		20,528,025
Peabody Energy Corp.	453,800		5,618,044
Suncor Energy, Inc.	989,800		35,819,987
The Williams Companies, Inc.	428,658		23,726,220
			273,968,185
TOTAL ENERGY			322,622,315
FINANCIALS - 19.6%
Banks - 12.0%
Bank of America Corp.	3,935,300		67,096,865
Citigroup, Inc.	1,348,404		69,874,295
JPMorgan Chase & Co.	2,021,710		121,787,809
PNC Financial Services Group, Inc.	128,226		10,973,581
Standard Chartered PLC (United Kingdom)	1,371,995		25,367,111
SunTrust Banks, Inc.	511,800		19,463,754
U.S. Bancorp	423,742		17,725,128
Wells Fargo & Co.	627,050		32,525,084
			364,813,627
Capital Markets - 4.4%
BlackRock, Inc. Class A	12,600		4,136,832
Charles Schwab Corp.	747,155		21,958,885
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
E*TRADE Financial Corp. (a)	259,100		$ 5,853,069
FXCM, Inc. Class A	142,100		2,252,285
Goldman Sachs Group, Inc.	16,300		2,992,191
KKR & Co. LP	303,082		6,758,729
Morgan Stanley	850,700		29,408,699
Northern Trust Corp.	249,095		16,945,933
State Street Corp.	535,490		39,417,419
The Blackstone Group LP	143,600		4,520,528
			134,244,570
Diversified Financial Services - 0.2%
IntercontinentalExchange Group, Inc.	35,000		6,826,750
Insurance - 2.7%
American International Group, Inc.	409,500		22,121,190
Genworth Financial, Inc. Class A (a)	1,062,600		13,920,060
Lincoln National Corp.	199,300		10,678,494
MetLife, Inc.	542,100		29,121,612
Principal Financial Group, Inc.	83,900		4,402,233
			80,243,589
Thrifts & Mortgage Finance - 0.3%
MGIC Investment Corp. (a)	878,525		6,861,280
Radian Group, Inc.	69,100		985,366
			7,846,646
TOTAL FINANCIALS			593,975,182
HEALTH CARE - 12.1%
Biotechnology - 3.4%
Aegerion Pharmaceuticals, Inc. (a)	28,274		943,786
Alnylam Pharmaceuticals, Inc. (a)	38,200		2,983,420
Amgen, Inc.	251,915		35,383,981
BioCryst Pharmaceuticals, Inc. (a)	326,900		3,197,082
Biogen Idec, Inc. (a)	14,600		4,829,826
Clovis Oncology, Inc. (a)	231,200		10,487,232
Discovery Laboratories, Inc. (a)(d)	105,812		194,694
Insmed, Inc. (a)	143,200		1,868,760
Intercept Pharmaceuticals, Inc. (a)	137,658		32,582,272
MEI Pharma, Inc. (a)	877,019		6,051,431
Synageva BioPharma Corp. (a)	27,525		1,893,170
XOMA Corp. (a)	494,848		2,083,310
			102,498,964
Health Care Equipment & Supplies - 2.6%
Abbott Laboratories	234,300		9,744,537
Alere, Inc. (a)	942,300		36,542,394
Boston Scientific Corp. (a)	1,982,751		23,416,289
St. Jude Medical, Inc.	58,500		3,517,605
Zimmer Holdings, Inc.	59,000		5,932,450
			79,153,275
Health Care Providers & Services - 2.2%
Catamaran Corp. (a)	142,100		5,984,961

	Shares		Value
China Cord Blood Corp. (a)	331,900		$ 1,622,991
Community Health Systems, Inc. (a)	156,600		8,580,114
Express Scripts Holding Co. (a)	275,200		19,437,376
McKesson Corp.	147,380		28,690,465
Quest Diagnostics, Inc.	38,422		2,331,447
			66,647,354
Health Care Technology - 0.4%
MedAssets, Inc. (a)	593,989		12,307,452
Pharmaceuticals - 3.5%
AbbVie, Inc.	57,500		3,321,200
Actavis PLC (a)	55,300		13,342,784
GlaxoSmithKline PLC sponsored ADR (d)	662,200		30,441,334
Jazz Pharmaceuticals PLC (a)	56,000		8,991,360
Johnson & Johnson	127,360		13,575,302
Novartis AG sponsored ADR	82,891		7,802,530
Teva Pharmaceutical Industries Ltd. sponsored ADR	437,750		23,529,063
TherapeuticsMD, Inc. (a)	285,300		1,323,792
Theravance, Inc.	21,000		358,890
XenoPort, Inc. (a)	791,908		4,260,465
			106,946,720
TOTAL HEALTH CARE			367,553,765
INDUSTRIALS - 10.8%
Aerospace & Defense - 1.4%
Honeywell International, Inc.	59,867		5,574,815
KEYW Holding Corp. (a)(d)	97,013		1,073,934
Rolls-Royce Group PLC	319,200		4,991,009
The Boeing Co.	183,500		23,374,230
United Technologies Corp.	75,900		8,015,040
			43,029,028
Air Freight & Logistics - 1.9%
C.H. Robinson Worldwide, Inc.	111,600		7,401,312
FedEx Corp.	117,700		19,002,665
United Parcel Service, Inc. Class B	297,600		29,251,104
UTi Worldwide, Inc. (a)	120,900		1,285,167
			56,940,248
Commercial Services & Supplies - 0.5%
ADT Corp. (d)	409,900		14,535,054
Electrical Equipment - 0.5%
AMETEK, Inc.	107,100		5,377,491
Hubbell, Inc. Class B	33,118		3,991,713
OSRAM Licht AG (a)	52,046		1,938,904
Vestas Wind Systems A/S (a)	75,900		2,967,203
			14,275,311
Industrial Conglomerates - 3.0%
Danaher Corp.	145,695		11,069,906
General Electric Co.	3,127,400		80,123,988
			91,193,894
Machinery - 0.8%
Caterpillar, Inc.	24,300		2,406,429
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Cummins, Inc.	8,000		$ 1,055,840
Deere & Co.	104,100		8,535,159
Ingersoll-Rand PLC	133,400		7,518,424
Manitowoc Co., Inc.	61,100		1,432,795
Valmont Industries, Inc.	33,200		4,479,676
			25,428,323
Professional Services - 0.7%
Acacia Research Corp.	461,268		7,140,429
Bureau Veritas SA	208,009		4,596,387
Exova Group Ltd. PLC (a)	314,000		898,458
Verisk Analytics, Inc. (a)	125,500		7,641,695
			20,276,969
Road & Rail - 2.0%
CSX Corp.	1,057,400		33,900,244
J.B. Hunt Transport Services, Inc.	144,700		10,715,035
Kansas City Southern	46,600		5,647,920
Norfolk Southern Corp.	107,600		12,008,160
			62,271,359
TOTAL INDUSTRIALS			327,950,186
INFORMATION TECHNOLOGY - 21.5%
Communications Equipment - 2.2%
Cisco Systems, Inc.	1,787,000		44,978,790
QUALCOMM, Inc.	300,000		22,431,000
			67,409,790
Internet Software & Services - 4.0%
Cornerstone OnDemand, Inc. (a)	130,600		4,493,946
Google, Inc.:
Class A (a)	80,700		47,484,687
Class C (a)	66,500		38,394,440
Yahoo!, Inc. (a)	725,959		29,582,829
			119,955,902
IT Services - 4.7%
Cognizant Technology Solutions Corp. Class A (a)	400,100		17,912,477
Fidelity National Information Services, Inc.	111,400		6,271,820
IBM Corp.	103,700		19,685,371
MasterCard, Inc. Class A	364,900		26,973,408
Paychex, Inc.	524,700		23,191,740
Quindell PLC	1,032,140		2,430,401
The Western Union Co.	215,600		3,458,224
Unisys Corp. (a)	549,199		12,856,749
Visa, Inc. Class A	141,800		30,255,866
			143,036,056

	Shares		Value
Semiconductors & Semiconductor Equipment - 1.9%
Applied Materials, Inc.	951,100		$ 20,553,271
Broadcom Corp. Class A	878,436		35,506,383
			56,059,654
Software - 4.6%
Adobe Systems, Inc. (a)	154,200		10,669,098
Autodesk, Inc. (a)	211,400		11,648,140
Imperva, Inc. (a)	62,000		1,781,260
Intuit, Inc.	16,900		1,481,285
Microsoft Corp.	1,734,200		80,397,512
Oracle Corp.	446,850		17,105,418
Parametric Technology Corp. (a)	180,697		6,667,719
salesforce.com, Inc. (a)	156,600		9,009,198
			138,759,630
Technology Hardware, Storage & Peripherals - 4.1%
Apple, Inc.	1,082,000		109,011,500
EMC Corp.	283,280		8,288,773
First Data Holdings, Inc. Class B (e)	2,081,477		8,325,908
			125,626,181
TOTAL INFORMATION TECHNOLOGY			650,847,213
MATERIALS - 3.0%
Chemicals - 2.4%
Airgas, Inc.	134,390		14,870,254
Balchem Corp.	17,736		1,003,326
E.I. du Pont de Nemours & Co.	115,347		8,277,301
FMC Corp.	139,100		7,955,129
Intrepid Potash, Inc. (a)(d)	214,140		3,308,463
Monsanto Co.	216,100		24,313,411
Potash Corp. of Saskatchewan, Inc. (d)	125,100		4,331,781
Syngenta AG (Switzerland)	25,307		8,013,354
			72,073,019
Metals & Mining - 0.6%
Freeport-McMoRan, Inc.	550,200		17,964,030
U.S. Silica Holdings, Inc.	30,600		1,912,806
			19,876,836
TOTAL MATERIALS			91,949,855
TELECOMMUNICATION SERVICES - 2.0%
Diversified Telecommunication Services - 2.0%
Verizon Communications, Inc.	1,213,806		60,678,162
TOTAL COMMON STOCKS (Cost $2,639,801,934)		3,011,352,128
Convertible Preferred Stocks - 0.0%
	Shares		Value
CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc. Series D (e) (Cost $474,963)	28,061		$ 226,452
Money Market Funds - 1.5%

Fidelity Cash Central Fund, 0.12% (b)	9,152,677		9,152,677
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	34,925,214		34,925,214
TOTAL MONEY MARKET FUNDS (Cost $44,077,891)		44,077,891

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $2,684,354,788)

3,055,656,471

NET OTHER ASSETS (LIABILITIES) - (0.9)%			(26,552,962)
NET ASSETS - 100%		$ 3,029,103,509

Legend

(a) Non-income producing

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
First Data Holdings, Inc. Class B	6/26/14	$ 8,325,908
NJOY, Inc. Series D	2/14/14	474,963

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	$ 19,195
Fidelity Securities Lending Cash Central Fund	923,603
Total	$ 942,798

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 276,221,472	$ 275,995,020	$ -	$ 226,452
Consumer Staples	319,780,430	306,729,507	13,050,923	-
Energy	322,622,315	292,527,479	30,094,836	-
Financials	593,975,182	593,975,182	-	-
Health Care	367,553,765	367,553,765	-	-
Industrials	327,950,186	327,950,186	-	-
Information Technology	650,847,213	642,521,305	-	8,325,908
Materials	91,949,855	83,936,501	8,013,354	-
Telecommunication Services	60,678,162	60,678,162	-	-
Money Market Funds	44,077,891	44,077,891	-	-
Total Investments in Securities:	$ 3,055,656,471	$ 2,995,944,998	$ 51,159,113	$ 8,552,360

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

United States of America	88.3%
United Kingdom	5.5%
Canada	2.7%
Ireland	1.0%
Others (Individually Less Than 1%)	2.5%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	September 30, 2014

Assets
Investment in securities, at value (including securities loaned of $33,782,765) - See accompanying schedule: Unaffiliated issuers (cost $2,640,276,897)	$ 3,011,578,580
Fidelity Central Funds (cost $44,077,891)	44,077,891
Total Investments (cost $2,684,354,788)		$ 3,055,656,471
Receivable for investments sold		22,286,886
Receivable for fund shares sold		260,957
Dividends receivable		4,726,112
Distributions receivable from Fidelity Central Funds		123,712
Other receivables		510,526
Total assets		3,083,564,664

Liabilities
Payable for investments purchased	$ 16,461,819
Payable for fund shares redeemed	1,236,252
Accrued management fee	1,414,064
Distribution and service plan fees payable	85,041
Other affiliated payables	166,163
Other payables and accrued expenses	172,602
Collateral on securities loaned, at value	34,925,214
Total liabilities		54,461,155

Net Assets		$ 3,029,103,509
Net Assets consist of:
Paid in capital		$ 2,225,307,657
Undistributed net investment income		28,973,761
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		403,692,356
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		371,129,735
Net Assets		$ 3,029,103,509

Statement of Assets and Liabilities - continued

	September 30, 2014

Class O: Net Asset Value, offering price and redemption price per share ($2,634,213,507 ÷ 159,373,131 shares)		$ 16.53

Class A: Net Asset Value and redemption price per share ($389,001,036 ÷ 24,157,615 shares)		$ 16.10

Maximum offering price per share (100/94.25 of $16.10)		$ 17.08
Class T: Net Asset Value and redemption price per share ($2,140,267 ÷ 135,617 shares)		$ 15.78

Maximum offering price per share (100/96.50 of $15.78)		$ 16.35
Class B: Net Asset Value and offering price per share ($143,728 ÷ 9,334 shares)^A		$ 15.40


Class C: Net Asset Value and offering price per share ($1,878,509 ÷ 122,314 shares)^A		$ 15.36

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,726,462 ÷ 104,140 shares)		$ 16.58

^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 September 30, 2014

Investment Income
Dividends		$ 55,252,955
Interest		191
Income from Fidelity Central Funds		942,798
Total income		56,195,944

Expenses
Management fee	$ 16,619,239
Transfer agent fees	326,358
Distribution and service plan fees	986,713
Accounting and security lending fees	892,688
Custodian fees and expenses	121,376
Independent trustees' compensation	13,001
Appreciation in deferred trustee compensation account	381
Registration fees	74,853
Audit	76,282
Legal	19,243
Interest	635
Miscellaneous	23,999
Total expenses before reductions	19,154,768
Expense reductions	(37,718)	19,117,050
Net investment income (loss)		37,078,894
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	756,109,647
Foreign currency transactions	(150,178)
Futures contracts	530,730
Total net realized gain (loss)		756,490,199
Change in net unrealized appreciation (depreciation) on: Investment securities	(329,033,319)
Assets and liabilities in foreign currencies	(7,220)
Total change in net unrealized appreciation (depreciation)		(329,040,539)
Net gain (loss)		427,449,660
Net increase (decrease) in net assets resulting from operations		$ 464,528,554

Statement of Changes in Net Assets

	Year ended September 30, 2014	Year ended September 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 37,078,894	$ 23,417,669
Net realized gain (loss)	756,490,199	174,082,437
Change in net unrealized appreciation (depreciation)	(329,040,539)	290,252,660
Net increase (decrease) in net assets resulting from operations	464,528,554	487,752,766
Distributions to shareholders from net investment income	(17,694,240)	(28,324,962)
Share transactions - net increase (decrease)	(277,301,163)	(311,571,874)
Total increase (decrease) in net assets	169,533,151	147,855,930

Net Assets
Beginning of period	2,859,570,358	2,711,714,428
End of period (including undistributed net investment income of $28,973,761 and undistributed net investment income of $13,756,209, respectively)	$ 3,029,103,509	$ 2,859,570,358

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

Annual Report

Financial Highlights - Class O

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 14.24	$ 12.04	$ 9.67	$ 9.50	$ 8.61
Income from Investment Operations
Net investment income (loss)^C	.20	.11	.12	.05	.04
Net realized and unrealized gain (loss)	2.19	2.22	2.32	.18	.93
Total from investment operations	2.39	2.33	2.44	.23	.97
Distributions from net investment income	(.10)	(.13)	(.06)	(.05)	(.07)
Distributions from net realized gain	-	-	(.01)	(.01)	(.01)
Total distributions	(.10)	(.13)	(.07)	(.06)	(.08)
Net asset value, end of period	$ 16.53	$ 14.24	$ 12.04	$ 9.67	$ 9.50
Total Return^{A, B}	16.83%	19.62%	25.38%	2.33%	11.31%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.60%	.60%	.61%	.61%	.61%
Expenses net of fee waivers, if any	.60%	.60%	.61%	.61%	.61%
Expenses net of all reductions	.59%	.59%	.60%	.59%	.60%
Net investment income (loss)	1.27%	.90%	1.05%	.48%	.44%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,634,214	$ 2,497,596	$ 2,382,741	$ 2,150,649	$ 2,509,669
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^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.

Financial Highlights - Class A

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.87	$ 11.74	$ 9.42	$ 9.26	$ 8.39
Income from Investment Operations
Net investment income (loss)^D	.15	.07	.08	.01	.01
Net realized and unrealized gain (loss)	2.13	2.15	2.28	.17	.90
Total from investment operations	2.28	2.22	2.36	.18	.91
Distributions from net investment income	(.05)	(.09)	(.03)	(.01)	(.04)
Distributions from net realized gain	-	-	(.01)	(.01)	(.01)
Total distributions	(.05)	(.09)	(.04)	(.02)	(.04)^H
Net asset value, end of period	$ 16.10	$ 13.87	$ 11.74	$ 9.42	$ 9.26
Total Return^{A, B, C}	16.50%	19.12%	25.06%	1.91%	10.94%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.89%	.92%	.94%	.95%	.98%
Expenses net of fee waivers, if any	.89%	.92%	.94%	.95%	.98%
Expenses net of all reductions	.89%	.90%	.94%	.94%	.97%
Net investment income (loss)	.97%	.58%	.71%	.13%	.07%
Supplemental Data
Net assets, end of period (000 omitted)	$ 389,001	$ 357,203	$ 325,967	$ 284,072	$ 315,290
Portfolio turnover rate^F	115%	57%	43%	118%	62%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

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

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

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

^H Total distributions of $.04 per share is comprised of distributions from net investment income of $.039 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.62	$ 11.55	$ 9.28	$ 9.15	$ 8.29
Income from Investment Operations
Net investment income (loss)^C	.06	.01	.02	(.04)	(.04)
Net realized and unrealized gain (loss)	2.10	2.12	2.25	.17	.90
Total from investment operations	2.16	2.13	2.27	.13	.86
Distributions from net investment income	-	(.06)	-	-	-
Net asset value, end of period	$ 15.78	$ 13.62	$ 11.55	$ 9.28	$ 9.15
Total Return^{A, B}	15.86%	18.50%	24.46%	1.42%	10.37%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.43%	1.45%	1.46%	1.45%	1.47%
Expenses net of fee waivers, if any	1.43%	1.45%	1.46%	1.45%	1.47%
Expenses net of all reductions	1.43%	1.43%	1.45%	1.43%	1.46%
Net investment income (loss)	.43%	.05%	.20%	(.37)%	(.43)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,140	$ 1,543	$ 1,007	$ 739	$ 760
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

Financial Highlights - Class B

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.35	$ 11.31	$ 9.13	$ 9.05	$ 8.23
Income from Investment Operations
Net investment income (loss)^C	-^G	(.05)	(.03)	(.09)	(.08)
Net realized and unrealized gain (loss)	2.05	2.09	2.21	.17	.90
Total from investment operations	2.05	2.04	2.18	.08	.82
Net asset value, end of period	$ 15.40	$ 13.35	$ 11.31	$ 9.13	$ 9.05
Total Return^{A, B}	15.36%	18.04%	23.88%	.88%	9.96%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.89%	1.90%	1.90%	1.91%	1.92%
Expenses net of fee waivers, if any	1.89%	1.90%	1.90%	1.91%	1.92%
Expenses net of all reductions	1.89%	1.89%	1.90%	1.89%	1.91%
Net investment income (loss)	(.03)%	(.40)%	(.25)%	(.82)%	(.88)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 144	$ 184	$ 235	$ 296	$ 368
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

^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 C

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.32	$ 11.28	$ 9.11	$ 9.02	$ 8.21
Income from Investment Operations
Net investment income (loss)^C	-^G	(.05)	(.02)	(.08)	(.07)
Net realized and unrealized gain (loss)	2.04	2.09	2.19	.17	.88
Total from investment operations	2.04	2.04	2.17	.09	.81
Net asset value, end of period	$ 15.36	$ 13.32	$ 11.28	$ 9.11	$ 9.02
Total Return^{A, B}	15.32%	18.09%	23.82%	1.00%	9.87%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.89%	1.90%	1.87%	1.87%	1.90%
Expenses net of fee waivers, if any	1.89%	1.90%	1.87%	1.87%	1.90%
Expenses net of all reductions	1.89%	1.88%	1.87%	1.85%	1.89%
Net investment income (loss)	(.03)%	(.39)%	(.22)%	(.79)%	(.85)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,879	$ 1,764	$ 1,380	$ 1,007	$ 904
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

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

Financial Highlights - Institutional Class

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 14.28	$ 12.09	$ 9.71	$ 9.54	$ 8.59
Income from Investment Operations
Net investment income (loss)^B	.18	.09	.09	.02	.02
Net realized and unrealized gain (loss)	2.20	2.21	2.34	.18	.93
Total from investment operations	2.38	2.30	2.43	.20	.95
Distributions from net investment income	(.08)	(.11)	(.04)	(.02)	-
Distributions from net realized gain	-	-	(.01)	(.01)	-
Total distributions	(.08)	(.11)	(.05)	(.03)	-
Net asset value, end of period	$ 16.58	$ 14.28	$ 12.09	$ 9.71	$ 9.54
Total Return^A	16.72%	19.24%	25.10%	2.04%	11.06%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.74%	.79%	.87%	.88%	.87%
Expenses net of fee waivers, if any	.74%	.79%	.87%	.88%	.87%
Expenses net of all reductions	.73%	.78%	.86%	.86%	.87%
Net investment income (loss)	1.13%	.71%	.79%	.21%	.17%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,726	$ 1,281	$ 385	$ 199	$ 144
Portfolio turnover rate^D	115%	57%	43%	118%	62%

^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.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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	$ 429,914,750
Gross unrealized depreciation	(61,591,608)
Net unrealized appreciation (depreciation) on securities	$ 368,323,142

Tax Cost	$ 2,687,333,329

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

Undistributed ordinary income	$ 29,068,739
Undistributed long-term capital gain	$ 406,670,896
Net unrealized appreciation (depreciation) on securities and other investments	$ 368,151,194

The tax character of distributions paid was as follows:

	September 30, 2014	September 30, 2013
Ordinary Income	$ 17,694,240	$ 28,324,962

4. Derivative Instruments.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

During the period the Fund recognized net realized gain (loss) of $530,730 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 $3,449,946,705 and $3,708,954,241, respectively.

6. Fees and Other Transactions with Affiliates.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	957,012	14,265
Class T	.25%	.25%	9,074	18
Class B	.75%	.25%	1,707	1,284
Class C	.75%	.25%	18,920	2,082
			$ 986,713	$ 17,649

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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

	Retained by FDC
Class A	5,986
Class T	1,465
Class B*	22
Class C*	430
	$ 7,903

* 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 O	$ 105,782	.00*
Class A	205,487	.05
Class T	6,240	.34
Class B	508	.30
Class C	5,713	.30
Institutional Class	2,628	.14
	$ 326,358

* Amount represents less than .01%

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,030,071	.31%	$ 615

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

8. Security Lending.

9. Bank Borrowings.

10. Expense Reductions.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,	2014	2013
From net investment income
Class O	$ 16,337,634	$ 25,734,262
Class A	1,348,617	2,580,313
Class T	-	5,219
Institutional Class	7,989	5,168
Total	$ 17,694,240	$ 28,324,962

Annual Report

12. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
Years ended September 30,	2014	2013	2014	2013
Class O
Shares sold	4,090,392	6,948,016	$ 63,553,916	$ 87,890,391
Reinvestment of distributions	999,794	2,051,618	14,777,018	23,901,376
Shares redeemed	(21,145,176)	(31,414,203)	(331,436,126)	(399,023,736)
Net increase (decrease)	(16,054,990)	(22,414,569)	$ (253,105,192)	$ (287,231,969)
Class A
Shares sold	1,535,341	2,623,878	$ 23,321,304	$ 32,424,598
Reinvestment of distributions	80,289	209,197	1,158,566	2,380,704
Shares redeemed	(3,204,566)	(4,859,572)	(48,997,219)	(60,273,008)
Net increase (decrease)	(1,588,936)	(2,026,497)	$ (24,517,349)	$ (25,467,706)
Class T
Shares sold	42,814	35,032	$ 649,746	$ 426,823
Reinvestment of distributions	-	457	-	5,123
Shares redeemed	(20,449)	(9,492)	(304,587)	(114,547)
Net increase (decrease)	22,365	25,997	$ 345,159	$ 317,399
Class B
Shares sold	1,641	5,717	$ 22,982	$ 66,052
Shares redeemed	(6,094)	(12,670)	(88,613)	(154,871)
Net increase (decrease)	(4,453)	(6,953)	$ (65,631)	$ (88,819)
Class C
Shares sold	16,997	32,583	$ 248,655	$ 391,689
Shares redeemed	(27,156)	(22,388)	(403,263)	(265,294)
Net increase (decrease)	(10,159)	10,195	$ (154,608)	$ 126,395
Institutional Class
Shares sold	73,522	75,192	$ 1,154,256	$ 993,391
Reinvestment of distributions	525	421	7,794	4,928
Shares redeemed	(59,595)	(17,768)	(965,592)	(225,493)
Net increase (decrease)	14,452	57,845	$ 196,458	$ 772,826

13. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Capital Development Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 17, 2014

Annual Report

Trustees and Officers

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 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and 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 served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. 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 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and 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 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. 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 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is 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).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was 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).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as 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.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as 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
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report

Distributions (Unaudited)

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

Class A designates 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 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Capital Development Fund

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Advisor Capital Development Fund

cap558

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 Advisor Capital Development Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

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

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

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

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Fidelity® Destiny® Portfolios:
Fidelity Advisor®

Capital Development Fund -

Class O

Annual Report

September 30, 2014

(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)

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended September 30, 2014	Past 1 year	Past 5 years	Past 10 years
Class O	16.83%	14.82%	7.47%
$50/month 15-Year Plan ^A	-44.16%	10.68%	6.06%

^AThe figures provided for a "$50/month 15-year Plan" illustrate the class' performance adjusted to reflect custodian fees and sales charges assessed by the Plans. The maximum creation and sales charges for the Plan is 50% of the first 12 investments in the Plan, and 5.70% on each subsequent investment thereafter, and a Custodian Fee of up to $1.50 per investment. Actual fees and charges will vary by Plan and investment amount. The illustration assumes an initial investment at the beginning of each period shown and does not reflect what investors would have earned had they made regular monthly investments over the period. Investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Capital Development Fund - Class O on September 30, 2004. 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.

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Annual Report

Management's Discussion of Fund Performance

Comments from Matthew Fruhan, who became Portfolio Manager of Fidelity Advisor® Capital Development Fund on December 16, 2013: For the year, the fund's Class O shares returned 16.83%, trailing the S&P 500®. Versus the index, it hurt to underweight large-cap, fast-growth, high-valuation areas of the market that performed strongly. A prime example was my decision to reduce and eventually sell social-media giant Facebook - the fund's largest individual detractor. I was concerned that its core advertising business was overvalued and that recent acquisitions demonstrated a lack of capital discipline, but the stock outperformed. The fund did not own Facebook at period end given what I see as a very negative future risk/reward scenario. Choices in materials hurt performance, including a non-index stake in metallurgical coal producer Walter Energy. Spot prices for coal deteriorated during the period, and the company's cash losses were larger than I expected; I sold the stock by period end. On the plus side, I established a non-index stake in Intercept Pharmaceuticals and it was by far the fund's top individual contributor. Shares of the drugmaker rose when its phase two trial of a drug for nonalcoholic steatohepatitis (NASH), a liver disease, was stopped early due to its efficacy. In consumer discretionary, it helped to sell the fund's stake in online retail giant Amazon.com. This index stock faced pressure in 2014 due to decelerating revenue growth, lack of profitability and continued forays into money-losing ventures.

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 (April 1, 2014 to September 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio ^B	Beginning Account Value April 1, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period* April 1, 2014 to September 30, 2014
Class O	.59%
Actual		$ 1,000.00	$ 1,045.50	$ 3.03
Hypothetical^A		$ 1,000.00	$ 1,022.11	$ 2.99
Class A	.89%
Actual		$ 1,000.00	$ 1,043.40	$ 4.56
Hypothetical^A		$ 1,000.00	$ 1,020.61	$ 4.51
Class T	1.43%
Actual		$ 1,000.00	$ 1,040.90	$ 7.32
Hypothetical^A		$ 1,000.00	$ 1,017.90	$ 7.23
Class B	1.89%
Actual		$ 1,000.00	$ 1,039.10	$ 9.66
Hypothetical^A		$ 1,000.00	$ 1,015.59	$ 9.55
Class C	1.89%
Actual		$ 1,000.00	$ 1,038.50	$ 9.66
Hypothetical^A		$ 1,000.00	$ 1,015.59	$ 9.55
Institutional Class	.74%
Actual		$ 1,000.00	$ 1,044.70	$ 3.79
Hypothetical^A		$ 1,000.00	$ 1,021.36	$ 3.75

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.0	3.9
Apple, Inc.	3.6	3.4
Microsoft Corp.	2.7	2.8
General Electric Co.	2.6	2.4
Citigroup, Inc.	2.3	2.1
Bank of America Corp.	2.2	1.8
Target Corp.	2.2	1.9
Verizon Communications, Inc.	2.0	1.7
Comcast Corp. Class A	1.9	1.5
Chevron Corp.	1.8	1.9
	25.3
Top Five Market Sectors as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.5	21.1
Financials	19.6	18.8
Health Care	12.1	14.9
Industrials	10.8	10.2
Energy	10.7	11.6

Asset Allocation (% of fund's net assets)
As of September 30, 2014*			As of March 31, 2014**
	Stocks 99.4%			Stocks 99.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.6%			Short-Term Investments and Net Other Assets (Liabilities) 1.0%
* Foreign investments		11.7%	** Foreign investments		12.7%

cap582

Annual Report

Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value
CONSUMER DISCRETIONARY - 9.1%
Automobiles - 0.1%
General Motors Co.	99,200		$ 3,168,448
Diversified Consumer Services - 0.4%
H&R Block, Inc.	383,828		11,902,506
Hotels, Restaurants & Leisure - 1.0%
Darden Restaurants, Inc.	59,900		3,082,454
Las Vegas Sands Corp.	67,400		4,192,954
Yum! Brands, Inc.	337,024		24,258,988
			31,534,396
Media - 3.7%
Comcast Corp.:
Class A	1,040,300		55,947,334
Class A (special) (non-vtg.)	6,100		326,350
Discovery Communications, Inc.:
Class A (a)	31,300		1,183,140
Class C (non-vtg.) (a)	31,300		1,166,864
Sinclair Broadcast Group, Inc. Class A	190,000		4,957,100
Starz Series A (a)	176,000		5,822,080
Time Warner, Inc.	442,910		33,311,261
Viacom, Inc. Class B (non-vtg.)	103,100		7,932,514
			110,646,643
Multiline Retail - 2.3%
Dollar General Corp. (a)	80,000		4,888,800
Target Corp.	1,045,750		65,547,610
			70,436,410
Specialty Retail - 1.6%
Lowe's Companies, Inc.	752,800		39,838,176
Sally Beauty Holdings, Inc. (a)	208,300		5,701,171
Staples, Inc.	228,700		2,767,270
			48,306,617
TOTAL CONSUMER DISCRETIONARY			275,995,020
CONSUMER STAPLES - 10.6%
Beverages - 3.2%
Diageo PLC	452,495		13,050,923
Monster Beverage Corp. (a)	51,300		4,702,671
PepsiCo, Inc.	245,700		22,872,213
Pernod Ricard SA	26,893		3,044,820
SABMiller PLC	238,100		13,231,936
The Coca-Cola Co.	955,600		40,765,896
			97,668,459
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	201,200		16,013,508
Walgreen Co.	322,200		19,096,794
Whole Foods Market, Inc.	129,700		4,942,867
			40,053,169
Food Products - 0.3%
Kellogg Co.	158,800		9,782,080

	Shares		Value
Household Products - 1.6%
Procter & Gamble Co.	555,700		$ 46,534,318
Tobacco - 4.2%
British American Tobacco PLC sponsored ADR	345,264		39,042,453
Lorillard, Inc.	629,324		37,702,801
Philip Morris International, Inc.	362,744		30,252,850
Reynolds American, Inc.	317,700		18,744,300
			125,742,404
TOTAL CONSUMER STAPLES			319,780,430
ENERGY - 10.7%
Energy Equipment & Services - 1.6%
Cameron International Corp. (a)	165,300		10,972,614
Ensco PLC Class A	206,700		8,538,777
National Oilwell Varco, Inc.	101,800		7,746,980
Oceaneering International, Inc.	103,300		6,732,061
Schlumberger Ltd.	144,200		14,663,698
			48,654,130
Oil, Gas & Consumable Fuels - 9.1%
Amyris, Inc. (a)(d)	1,868,023		7,079,807
Anadarko Petroleum Corp.	51,300		5,203,872
Apache Corp.	345,600		32,441,472
BG Group PLC	1,630,198		30,094,836
Canadian Natural Resources Ltd.	497,000		19,308,424
Chevron Corp.	469,927		56,071,690
Exxon Mobil Corp.	115,900		10,900,395
Imperial Oil Ltd.	384,000		18,141,381
Markwest Energy Partners LP	117,600		9,034,032
Occidental Petroleum Corp.	213,500		20,528,025
Peabody Energy Corp.	453,800		5,618,044
Suncor Energy, Inc.	989,800		35,819,987
The Williams Companies, Inc.	428,658		23,726,220
			273,968,185
TOTAL ENERGY			322,622,315
FINANCIALS - 19.6%
Banks - 12.0%
Bank of America Corp.	3,935,300		67,096,865
Citigroup, Inc.	1,348,404		69,874,295
JPMorgan Chase & Co.	2,021,710		121,787,809
PNC Financial Services Group, Inc.	128,226		10,973,581
Standard Chartered PLC (United Kingdom)	1,371,995		25,367,111
SunTrust Banks, Inc.	511,800		19,463,754
U.S. Bancorp	423,742		17,725,128
Wells Fargo & Co.	627,050		32,525,084
			364,813,627
Capital Markets - 4.4%
BlackRock, Inc. Class A	12,600		4,136,832
Charles Schwab Corp.	747,155		21,958,885
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
E*TRADE Financial Corp. (a)	259,100		$ 5,853,069
FXCM, Inc. Class A	142,100		2,252,285
Goldman Sachs Group, Inc.	16,300		2,992,191
KKR & Co. LP	303,082		6,758,729
Morgan Stanley	850,700		29,408,699
Northern Trust Corp.	249,095		16,945,933
State Street Corp.	535,490		39,417,419
The Blackstone Group LP	143,600		4,520,528
			134,244,570
Diversified Financial Services - 0.2%
IntercontinentalExchange Group, Inc.	35,000		6,826,750
Insurance - 2.7%
American International Group, Inc.	409,500		22,121,190
Genworth Financial, Inc. Class A (a)	1,062,600		13,920,060
Lincoln National Corp.	199,300		10,678,494
MetLife, Inc.	542,100		29,121,612
Principal Financial Group, Inc.	83,900		4,402,233
			80,243,589
Thrifts & Mortgage Finance - 0.3%
MGIC Investment Corp. (a)	878,525		6,861,280
Radian Group, Inc.	69,100		985,366
			7,846,646
TOTAL FINANCIALS			593,975,182
HEALTH CARE - 12.1%
Biotechnology - 3.4%
Aegerion Pharmaceuticals, Inc. (a)	28,274		943,786
Alnylam Pharmaceuticals, Inc. (a)	38,200		2,983,420
Amgen, Inc.	251,915		35,383,981
BioCryst Pharmaceuticals, Inc. (a)	326,900		3,197,082
Biogen Idec, Inc. (a)	14,600		4,829,826
Clovis Oncology, Inc. (a)	231,200		10,487,232
Discovery Laboratories, Inc. (a)(d)	105,812		194,694
Insmed, Inc. (a)	143,200		1,868,760
Intercept Pharmaceuticals, Inc. (a)	137,658		32,582,272
MEI Pharma, Inc. (a)	877,019		6,051,431
Synageva BioPharma Corp. (a)	27,525		1,893,170
XOMA Corp. (a)	494,848		2,083,310
			102,498,964
Health Care Equipment & Supplies - 2.6%
Abbott Laboratories	234,300		9,744,537
Alere, Inc. (a)	942,300		36,542,394
Boston Scientific Corp. (a)	1,982,751		23,416,289
St. Jude Medical, Inc.	58,500		3,517,605
Zimmer Holdings, Inc.	59,000		5,932,450
			79,153,275
Health Care Providers & Services - 2.2%
Catamaran Corp. (a)	142,100		5,984,961

	Shares		Value
China Cord Blood Corp. (a)	331,900		$ 1,622,991
Community Health Systems, Inc. (a)	156,600		8,580,114
Express Scripts Holding Co. (a)	275,200		19,437,376
McKesson Corp.	147,380		28,690,465
Quest Diagnostics, Inc.	38,422		2,331,447
			66,647,354
Health Care Technology - 0.4%
MedAssets, Inc. (a)	593,989		12,307,452
Pharmaceuticals - 3.5%
AbbVie, Inc.	57,500		3,321,200
Actavis PLC (a)	55,300		13,342,784
GlaxoSmithKline PLC sponsored ADR (d)	662,200		30,441,334
Jazz Pharmaceuticals PLC (a)	56,000		8,991,360
Johnson & Johnson	127,360		13,575,302
Novartis AG sponsored ADR	82,891		7,802,530
Teva Pharmaceutical Industries Ltd. sponsored ADR	437,750		23,529,063
TherapeuticsMD, Inc. (a)	285,300		1,323,792
Theravance, Inc.	21,000		358,890
XenoPort, Inc. (a)	791,908		4,260,465
			106,946,720
TOTAL HEALTH CARE			367,553,765
INDUSTRIALS - 10.8%
Aerospace & Defense - 1.4%
Honeywell International, Inc.	59,867		5,574,815
KEYW Holding Corp. (a)(d)	97,013		1,073,934
Rolls-Royce Group PLC	319,200		4,991,009
The Boeing Co.	183,500		23,374,230
United Technologies Corp.	75,900		8,015,040
			43,029,028
Air Freight & Logistics - 1.9%
C.H. Robinson Worldwide, Inc.	111,600		7,401,312
FedEx Corp.	117,700		19,002,665
United Parcel Service, Inc. Class B	297,600		29,251,104
UTi Worldwide, Inc. (a)	120,900		1,285,167
			56,940,248
Commercial Services & Supplies - 0.5%
ADT Corp. (d)	409,900		14,535,054
Electrical Equipment - 0.5%
AMETEK, Inc.	107,100		5,377,491
Hubbell, Inc. Class B	33,118		3,991,713
OSRAM Licht AG (a)	52,046		1,938,904
Vestas Wind Systems A/S (a)	75,900		2,967,203
			14,275,311
Industrial Conglomerates - 3.0%
Danaher Corp.	145,695		11,069,906
General Electric Co.	3,127,400		80,123,988
			91,193,894
Machinery - 0.8%
Caterpillar, Inc.	24,300		2,406,429
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Cummins, Inc.	8,000		$ 1,055,840
Deere & Co.	104,100		8,535,159
Ingersoll-Rand PLC	133,400		7,518,424
Manitowoc Co., Inc.	61,100		1,432,795
Valmont Industries, Inc.	33,200		4,479,676
			25,428,323
Professional Services - 0.7%
Acacia Research Corp.	461,268		7,140,429
Bureau Veritas SA	208,009		4,596,387
Exova Group Ltd. PLC (a)	314,000		898,458
Verisk Analytics, Inc. (a)	125,500		7,641,695
			20,276,969
Road & Rail - 2.0%
CSX Corp.	1,057,400		33,900,244
J.B. Hunt Transport Services, Inc.	144,700		10,715,035
Kansas City Southern	46,600		5,647,920
Norfolk Southern Corp.	107,600		12,008,160
			62,271,359
TOTAL INDUSTRIALS			327,950,186
INFORMATION TECHNOLOGY - 21.5%
Communications Equipment - 2.2%
Cisco Systems, Inc.	1,787,000		44,978,790
QUALCOMM, Inc.	300,000		22,431,000
			67,409,790
Internet Software & Services - 4.0%
Cornerstone OnDemand, Inc. (a)	130,600		4,493,946
Google, Inc.:
Class A (a)	80,700		47,484,687
Class C (a)	66,500		38,394,440
Yahoo!, Inc. (a)	725,959		29,582,829
			119,955,902
IT Services - 4.7%
Cognizant Technology Solutions Corp. Class A (a)	400,100		17,912,477
Fidelity National Information Services, Inc.	111,400		6,271,820
IBM Corp.	103,700		19,685,371
MasterCard, Inc. Class A	364,900		26,973,408
Paychex, Inc.	524,700		23,191,740
Quindell PLC	1,032,140		2,430,401
The Western Union Co.	215,600		3,458,224
Unisys Corp. (a)	549,199		12,856,749
Visa, Inc. Class A	141,800		30,255,866
			143,036,056

	Shares		Value
Semiconductors & Semiconductor Equipment - 1.9%
Applied Materials, Inc.	951,100		$ 20,553,271
Broadcom Corp. Class A	878,436		35,506,383
			56,059,654
Software - 4.6%
Adobe Systems, Inc. (a)	154,200		10,669,098
Autodesk, Inc. (a)	211,400		11,648,140
Imperva, Inc. (a)	62,000		1,781,260
Intuit, Inc.	16,900		1,481,285
Microsoft Corp.	1,734,200		80,397,512
Oracle Corp.	446,850		17,105,418
Parametric Technology Corp. (a)	180,697		6,667,719
salesforce.com, Inc. (a)	156,600		9,009,198
			138,759,630
Technology Hardware, Storage & Peripherals - 4.1%
Apple, Inc.	1,082,000		109,011,500
EMC Corp.	283,280		8,288,773
First Data Holdings, Inc. Class B (e)	2,081,477		8,325,908
			125,626,181
TOTAL INFORMATION TECHNOLOGY			650,847,213
MATERIALS - 3.0%
Chemicals - 2.4%
Airgas, Inc.	134,390		14,870,254
Balchem Corp.	17,736		1,003,326
E.I. du Pont de Nemours & Co.	115,347		8,277,301
FMC Corp.	139,100		7,955,129
Intrepid Potash, Inc. (a)(d)	214,140		3,308,463
Monsanto Co.	216,100		24,313,411
Potash Corp. of Saskatchewan, Inc. (d)	125,100		4,331,781
Syngenta AG (Switzerland)	25,307		8,013,354
			72,073,019
Metals & Mining - 0.6%
Freeport-McMoRan, Inc.	550,200		17,964,030
U.S. Silica Holdings, Inc.	30,600		1,912,806
			19,876,836
TOTAL MATERIALS			91,949,855
TELECOMMUNICATION SERVICES - 2.0%
Diversified Telecommunication Services - 2.0%
Verizon Communications, Inc.	1,213,806		60,678,162
TOTAL COMMON STOCKS (Cost $2,639,801,934)		3,011,352,128
Convertible Preferred Stocks - 0.0%
	Shares		Value
CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc. Series D (e) (Cost $474,963)	28,061		$ 226,452
Money Market Funds - 1.5%

Fidelity Cash Central Fund, 0.12% (b)	9,152,677		9,152,677
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	34,925,214		34,925,214
TOTAL MONEY MARKET FUNDS (Cost $44,077,891)		44,077,891

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $2,684,354,788)

3,055,656,471

NET OTHER ASSETS (LIABILITIES) - (0.9)%			(26,552,962)
NET ASSETS - 100%		$ 3,029,103,509

Legend

(a) Non-income producing

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
First Data Holdings, Inc. Class B	6/26/14	$ 8,325,908
NJOY, Inc. Series D	2/14/14	474,963

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	$ 19,195
Fidelity Securities Lending Cash Central Fund	923,603
Total	$ 942,798

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 276,221,472	$ 275,995,020	$ -	$ 226,452
Consumer Staples	319,780,430	306,729,507	13,050,923	-
Energy	322,622,315	292,527,479	30,094,836	-
Financials	593,975,182	593,975,182	-	-
Health Care	367,553,765	367,553,765	-	-
Industrials	327,950,186	327,950,186	-	-
Information Technology	650,847,213	642,521,305	-	8,325,908
Materials	91,949,855	83,936,501	8,013,354	-
Telecommunication Services	60,678,162	60,678,162	-	-
Money Market Funds	44,077,891	44,077,891	-	-
Total Investments in Securities:	$ 3,055,656,471	$ 2,995,944,998	$ 51,159,113	$ 8,552,360

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

United States of America	88.3%
United Kingdom	5.5%
Canada	2.7%
Ireland	1.0%
Others (Individually Less Than 1%)	2.5%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	September 30, 2014

Assets
Investment in securities, at value (including securities loaned of $33,782,765) - See accompanying schedule: Unaffiliated issuers (cost $2,640,276,897)	$ 3,011,578,580
Fidelity Central Funds (cost $44,077,891)	44,077,891
Total Investments (cost $2,684,354,788)		$ 3,055,656,471
Receivable for investments sold		22,286,886
Receivable for fund shares sold		260,957
Dividends receivable		4,726,112
Distributions receivable from Fidelity Central Funds		123,712
Other receivables		510,526
Total assets		3,083,564,664

Liabilities
Payable for investments purchased	$ 16,461,819
Payable for fund shares redeemed	1,236,252
Accrued management fee	1,414,064
Distribution and service plan fees payable	85,041
Other affiliated payables	166,163
Other payables and accrued expenses	172,602
Collateral on securities loaned, at value	34,925,214
Total liabilities		54,461,155

Net Assets		$ 3,029,103,509
Net Assets consist of:
Paid in capital		$ 2,225,307,657
Undistributed net investment income		28,973,761
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		403,692,356
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		371,129,735
Net Assets		$ 3,029,103,509

Statement of Assets and Liabilities - continued

	September 30, 2014

Class O: Net Asset Value, offering price and redemption price per share ($2,634,213,507 ÷ 159,373,131 shares)		$ 16.53

Class A: Net Asset Value and redemption price per share ($389,001,036 ÷ 24,157,615 shares)		$ 16.10

Maximum offering price per share (100/94.25 of $16.10)		$ 17.08
Class T: Net Asset Value and redemption price per share ($2,140,267 ÷ 135,617 shares)		$ 15.78

Maximum offering price per share (100/96.50 of $15.78)		$ 16.35
Class B: Net Asset Value and offering price per share ($143,728 ÷ 9,334 shares)^A		$ 15.40


Class C: Net Asset Value and offering price per share ($1,878,509 ÷ 122,314 shares)^A		$ 15.36

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,726,462 ÷ 104,140 shares)		$ 16.58

^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 September 30, 2014

Investment Income
Dividends		$ 55,252,955
Interest		191
Income from Fidelity Central Funds		942,798
Total income		56,195,944

Expenses
Management fee	$ 16,619,239
Transfer agent fees	326,358
Distribution and service plan fees	986,713
Accounting and security lending fees	892,688
Custodian fees and expenses	121,376
Independent trustees' compensation	13,001
Appreciation in deferred trustee compensation account	381
Registration fees	74,853
Audit	76,282
Legal	19,243
Interest	635
Miscellaneous	23,999
Total expenses before reductions	19,154,768
Expense reductions	(37,718)	19,117,050
Net investment income (loss)		37,078,894
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	756,109,647
Foreign currency transactions	(150,178)
Futures contracts	530,730
Total net realized gain (loss)		756,490,199
Change in net unrealized appreciation (depreciation) on: Investment securities	(329,033,319)
Assets and liabilities in foreign currencies	(7,220)
Total change in net unrealized appreciation (depreciation)		(329,040,539)
Net gain (loss)		427,449,660
Net increase (decrease) in net assets resulting from operations		$ 464,528,554

Statement of Changes in Net Assets

	Year ended September 30, 2014	Year ended September 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 37,078,894	$ 23,417,669
Net realized gain (loss)	756,490,199	174,082,437
Change in net unrealized appreciation (depreciation)	(329,040,539)	290,252,660
Net increase (decrease) in net assets resulting from operations	464,528,554	487,752,766
Distributions to shareholders from net investment income	(17,694,240)	(28,324,962)
Share transactions - net increase (decrease)	(277,301,163)	(311,571,874)
Total increase (decrease) in net assets	169,533,151	147,855,930

Net Assets
Beginning of period	2,859,570,358	2,711,714,428
End of period (including undistributed net investment income of $28,973,761 and undistributed net investment income of $13,756,209, respectively)	$ 3,029,103,509	$ 2,859,570,358

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

Annual Report

Financial Highlights - Class O

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 14.24	$ 12.04	$ 9.67	$ 9.50	$ 8.61
Income from Investment Operations
Net investment income (loss)^C	.20	.11	.12	.05	.04
Net realized and unrealized gain (loss)	2.19	2.22	2.32	.18	.93
Total from investment operations	2.39	2.33	2.44	.23	.97
Distributions from net investment income	(.10)	(.13)	(.06)	(.05)	(.07)
Distributions from net realized gain	-	-	(.01)	(.01)	(.01)
Total distributions	(.10)	(.13)	(.07)	(.06)	(.08)
Net asset value, end of period	$ 16.53	$ 14.24	$ 12.04	$ 9.67	$ 9.50
Total Return^{A, B}	16.83%	19.62%	25.38%	2.33%	11.31%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.60%	.60%	.61%	.61%	.61%
Expenses net of fee waivers, if any	.60%	.60%	.61%	.61%	.61%
Expenses net of all reductions	.59%	.59%	.60%	.59%	.60%
Net investment income (loss)	1.27%	.90%	1.05%	.48%	.44%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,634,214	$ 2,497,596	$ 2,382,741	$ 2,150,649	$ 2,509,669
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^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.

Financial Highlights - Class A

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.87	$ 11.74	$ 9.42	$ 9.26	$ 8.39
Income from Investment Operations
Net investment income (loss)^D	.15	.07	.08	.01	.01
Net realized and unrealized gain (loss)	2.13	2.15	2.28	.17	.90
Total from investment operations	2.28	2.22	2.36	.18	.91
Distributions from net investment income	(.05)	(.09)	(.03)	(.01)	(.04)
Distributions from net realized gain	-	-	(.01)	(.01)	(.01)
Total distributions	(.05)	(.09)	(.04)	(.02)	(.04)^H
Net asset value, end of period	$ 16.10	$ 13.87	$ 11.74	$ 9.42	$ 9.26
Total Return^{A, B, C}	16.50%	19.12%	25.06%	1.91%	10.94%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.89%	.92%	.94%	.95%	.98%
Expenses net of fee waivers, if any	.89%	.92%	.94%	.95%	.98%
Expenses net of all reductions	.89%	.90%	.94%	.94%	.97%
Net investment income (loss)	.97%	.58%	.71%	.13%	.07%
Supplemental Data
Net assets, end of period (000 omitted)	$ 389,001	$ 357,203	$ 325,967	$ 284,072	$ 315,290
Portfolio turnover rate^F	115%	57%	43%	118%	62%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

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

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

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

^H Total distributions of $.04 per share is comprised of distributions from net investment income of $.039 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.62	$ 11.55	$ 9.28	$ 9.15	$ 8.29
Income from Investment Operations
Net investment income (loss)^C	.06	.01	.02	(.04)	(.04)
Net realized and unrealized gain (loss)	2.10	2.12	2.25	.17	.90
Total from investment operations	2.16	2.13	2.27	.13	.86
Distributions from net investment income	-	(.06)	-	-	-
Net asset value, end of period	$ 15.78	$ 13.62	$ 11.55	$ 9.28	$ 9.15
Total Return^{A, B}	15.86%	18.50%	24.46%	1.42%	10.37%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.43%	1.45%	1.46%	1.45%	1.47%
Expenses net of fee waivers, if any	1.43%	1.45%	1.46%	1.45%	1.47%
Expenses net of all reductions	1.43%	1.43%	1.45%	1.43%	1.46%
Net investment income (loss)	.43%	.05%	.20%	(.37)%	(.43)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,140	$ 1,543	$ 1,007	$ 739	$ 760
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

Financial Highlights - Class B

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.35	$ 11.31	$ 9.13	$ 9.05	$ 8.23
Income from Investment Operations
Net investment income (loss)^C	-^G	(.05)	(.03)	(.09)	(.08)
Net realized and unrealized gain (loss)	2.05	2.09	2.21	.17	.90
Total from investment operations	2.05	2.04	2.18	.08	.82
Net asset value, end of period	$ 15.40	$ 13.35	$ 11.31	$ 9.13	$ 9.05
Total Return^{A, B}	15.36%	18.04%	23.88%	.88%	9.96%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.89%	1.90%	1.90%	1.91%	1.92%
Expenses net of fee waivers, if any	1.89%	1.90%	1.90%	1.91%	1.92%
Expenses net of all reductions	1.89%	1.89%	1.90%	1.89%	1.91%
Net investment income (loss)	(.03)%	(.40)%	(.25)%	(.82)%	(.88)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 144	$ 184	$ 235	$ 296	$ 368
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

^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 C

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 13.32	$ 11.28	$ 9.11	$ 9.02	$ 8.21
Income from Investment Operations
Net investment income (loss)^C	-^G	(.05)	(.02)	(.08)	(.07)
Net realized and unrealized gain (loss)	2.04	2.09	2.19	.17	.88
Total from investment operations	2.04	2.04	2.17	.09	.81
Net asset value, end of period	$ 15.36	$ 13.32	$ 11.28	$ 9.11	$ 9.02
Total Return^{A, B}	15.32%	18.09%	23.82%	1.00%	9.87%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.89%	1.90%	1.87%	1.87%	1.90%
Expenses net of fee waivers, if any	1.89%	1.90%	1.87%	1.87%	1.90%
Expenses net of all reductions	1.89%	1.88%	1.87%	1.85%	1.89%
Net investment income (loss)	(.03)%	(.39)%	(.22)%	(.79)%	(.85)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,879	$ 1,764	$ 1,380	$ 1,007	$ 904
Portfolio turnover rate^E	115%	57%	43%	118%	62%

^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.

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

Financial Highlights - Institutional Class

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 14.28	$ 12.09	$ 9.71	$ 9.54	$ 8.59
Income from Investment Operations
Net investment income (loss)^B	.18	.09	.09	.02	.02
Net realized and unrealized gain (loss)	2.20	2.21	2.34	.18	.93
Total from investment operations	2.38	2.30	2.43	.20	.95
Distributions from net investment income	(.08)	(.11)	(.04)	(.02)	-
Distributions from net realized gain	-	-	(.01)	(.01)	-
Total distributions	(.08)	(.11)	(.05)	(.03)	-
Net asset value, end of period	$ 16.58	$ 14.28	$ 12.09	$ 9.71	$ 9.54
Total Return^A	16.72%	19.24%	25.10%	2.04%	11.06%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.74%	.79%	.87%	.88%	.87%
Expenses net of fee waivers, if any	.74%	.79%	.87%	.88%	.87%
Expenses net of all reductions	.73%	.78%	.86%	.86%	.87%
Net investment income (loss)	1.13%	.71%	.79%	.21%	.17%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,726	$ 1,281	$ 385	$ 199	$ 144
Portfolio turnover rate^D	115%	57%	43%	118%	62%

^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.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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	$ 429,914,750
Gross unrealized depreciation	(61,591,608)
Net unrealized appreciation (depreciation) on securities	$ 368,323,142

Tax Cost	$ 2,687,333,329

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

Undistributed ordinary income	$ 29,068,739
Undistributed long-term capital gain	$ 406,670,896
Net unrealized appreciation (depreciation) on securities and other investments	$ 368,151,194

The tax character of distributions paid was as follows:

	September 30, 2014	September 30, 2013
Ordinary Income	$ 17,694,240	$ 28,324,962

4. Derivative Instruments.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

During the period the Fund recognized net realized gain (loss) of $530,730 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 $3,449,946,705 and $3,708,954,241, respectively.

6. Fees and Other Transactions with Affiliates.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	957,012	14,265
Class T	.25%	.25%	9,074	18
Class B	.75%	.25%	1,707	1,284
Class C	.75%	.25%	18,920	2,082
			$ 986,713	$ 17,649

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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

	Retained by FDC
Class A	5,986
Class T	1,465
Class B*	22
Class C*	430
	$ 7,903

* 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 O	$ 105,782	.00*
Class A	205,487	.05
Class T	6,240	.34
Class B	508	.30
Class C	5,713	.30
Institutional Class	2,628	.14
	$ 326,358

* Amount represents less than .01%

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,030,071	.31%	$ 615

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

8. Security Lending.

9. Bank Borrowings.

10. Expense Reductions.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,	2014	2013
From net investment income
Class O	$ 16,337,634	$ 25,734,262
Class A	1,348,617	2,580,313
Class T	-	5,219
Institutional Class	7,989	5,168
Total	$ 17,694,240	$ 28,324,962

Annual Report

12. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
Years ended September 30,	2014	2013	2014	2013
Class O
Shares sold	4,090,392	6,948,016	$ 63,553,916	$ 87,890,391
Reinvestment of distributions	999,794	2,051,618	14,777,018	23,901,376
Shares redeemed	(21,145,176)	(31,414,203)	(331,436,126)	(399,023,736)
Net increase (decrease)	(16,054,990)	(22,414,569)	$ (253,105,192)	$ (287,231,969)
Class A
Shares sold	1,535,341	2,623,878	$ 23,321,304	$ 32,424,598
Reinvestment of distributions	80,289	209,197	1,158,566	2,380,704
Shares redeemed	(3,204,566)	(4,859,572)	(48,997,219)	(60,273,008)
Net increase (decrease)	(1,588,936)	(2,026,497)	$ (24,517,349)	$ (25,467,706)
Class T
Shares sold	42,814	35,032	$ 649,746	$ 426,823
Reinvestment of distributions	-	457	-	5,123
Shares redeemed	(20,449)	(9,492)	(304,587)	(114,547)
Net increase (decrease)	22,365	25,997	$ 345,159	$ 317,399
Class B
Shares sold	1,641	5,717	$ 22,982	$ 66,052
Shares redeemed	(6,094)	(12,670)	(88,613)	(154,871)
Net increase (decrease)	(4,453)	(6,953)	$ (65,631)	$ (88,819)
Class C
Shares sold	16,997	32,583	$ 248,655	$ 391,689
Shares redeemed	(27,156)	(22,388)	(403,263)	(265,294)
Net increase (decrease)	(10,159)	10,195	$ (154,608)	$ 126,395
Institutional Class
Shares sold	73,522	75,192	$ 1,154,256	$ 993,391
Reinvestment of distributions	525	421	7,794	4,928
Shares redeemed	(59,595)	(17,768)	(965,592)	(225,493)
Net increase (decrease)	14,452	57,845	$ 196,458	$ 772,826

13. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Capital Development Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 17, 2014

Annual Report

Trustees and Officers

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 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and 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 served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. 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 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and 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 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. 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 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is 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).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was 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).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as 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.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as 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
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report

Distributions (Unaudited)

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

Class O designates 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 2015 of amounts for use in preparing 2014 income tax returns

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Capital Development Fund

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Advisor Capital Development 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 Advisor Capital Development Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

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

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

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

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stk485

Fidelity Advisor®

Diversified Stock Fund -

Class A, Class T, Class B and Class C

Annual Report

September 30, 2014

(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)

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended September 30, 2014	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 5.75% sales charge)	10.94%	14.79%	7.93%
Class T (incl. 3.50% sales charge) ^A	13.11%	14.82%	7.80%
Class B (incl. contingent deferred sales charge) ^B	11.60%	14.84%	7.91%
Class C (incl. contingent deferred sales charge) ^C	15.62%	15.08%	7.68%

^AClass T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class T's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower.

^B Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class B's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower. Class B shares' contingent deferred sales charge included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

^C Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class A (effective July 12, 2005, Class N was renamed Class A), and reflect a 0.25% 12b-1 fee. If Class C's 12b-1 fee had been reflected, returns prior to July 12, 2005 would have been lower. Class C shares' contingent deferred sales charge included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Diversified Stock Fund - Class A on September 30, 2004, 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 S&P 500® Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Comments from James Morrow, Portfolio Manager of Fidelity Advisor® Diversified Stock Fund: For the year ending September 30, 2014, the fund's Class A, Class T, Class B and Class C shares gained 17.71%, 17.21%, 16.60% and 16.62%, respectively (excluding sales charges), trailing the benchmark S&P 500® Index. Relative to the index, the fund mainly was hampered by weak security selection in the information technology and industrials sectors and by a modest cash stake that hurt results in an up market. However, the fund benefited from favorable sector allocation resulting from my bottom-up - meaning stock-by-stock - investment process. The biggest individual relative detractor was a non-index stake in Quindell, a U.K.-based company with two main businesses: auto insurance and telematics, meaning on-board vehicle hardware that generates data used in insurance pricing, among other applications. Quindell's shares plummeted beginning in April, shortly after I established the fund's position, after a firm that specializes in short-selling issued a report calling some of the firm's profits "suspect." I did not share this view, as I believed the company's cash flow should turn positive. As of period end, with the stock priced at just three times earnings, I think it has a significant margin of safety and have maintained the fund's position. Another relative detractor was chipmaker and benchmark component Intel, which was not in the fund during the period. I was surprised by the stock's 57% return during the period, given my concerns about the company's business model - especially its limited exposure to the fast-growing mobile communications space - and its relatively high level of debt. Instead, I preferred Broadcom, a semiconductor-related stock that I thought offered a much better risk/reward trade-off. Broadcom was the fund's top individual contributor for the period.

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 (April 1, 2014 to September 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio^B	Beginning Account Value April 1, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period* April 1, 2014 to September 30, 2014
Class O	.51%
Actual		$ 1,000.00	$ 1,049.70	$ 2.62
Hypothetical^A		$ 1,000.00	$ 1,022.51	$ 2.59
Class A	.82%
Actual		$ 1,000.00	$ 1,048.50	$ 4.21
Hypothetical^A		$ 1,000.00	$ 1,020.96	$ 4.15
Class T	1.28%
Actual		$ 1,000.00	$ 1,046.10	$ 6.57
Hypothetical^A		$ 1,000.00	$ 1,018.65	$ 6.48
Class B	1.77%
Actual		$ 1,000.00	$ 1,043.30	$ 9.07
Hypothetical^A		$ 1,000.00	$ 1,016.19	$ 8.95
Class C	1.76%
Actual		$ 1,000.00	$ 1,043.30	$ 9.02
Hypothetical^A		$ 1,000.00	$ 1,016.24	$ 8.90
Institutional Class	.66%
Actual		$ 1,000.00	$ 1,049.60	$ 3.39
Hypothetical^A		$ 1,000.00	$ 1,021.76	$ 3.35
Class Z	.52%
Actual		$ 1,000.00	$ 1,050.00	$ 2.67
Hypothetical^A		$ 1,000.00	$ 1,022.46	$ 2.64

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
IBM Corp.	3.0	2.9
Google, Inc. Class C	2.8	0.0
Verizon Communications, Inc.	2.6	2.3
Apple, Inc.	2.5	2.7
JPMorgan Chase & Co.	2.0	2.6
General Electric Co.	2.0	2.1
Procter & Gamble Co.	1.9	1.5
Microsoft Corp.	1.9	2.0
Comcast Corp. Class A (special) (non-vtg.)	1.9	1.7
Citigroup, Inc.	1.8	0.6
	22.4
Top Five Market Sectors as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	24.7	23.2
Financials	16.9	19.2
Energy	10.1	12.9
Health Care	9.7	10.4
Consumer Discretionary	9.7	9.1

Asset Allocation (% of fund's net assets)
As of September 30, 2014*			As of March 31, 2014**
	Stocks 96.1%			Stocks 98.3%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other 0.0%			Other 0.4%
	Short-Term Investments and Net Other Assets (Liabilities) 3.8%			Short-Term Investments and Net Other Assets (Liabilities) 1.2%
* Foreign investments		12.4%	** Foreign investments		11.9%

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Annual Report

Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value
CONSUMER DISCRETIONARY - 9.7%
Auto Components - 0.2%
Gentex Corp.	175,000		$ 4,684,750
Automobiles - 0.3%
Toyota Motor Corp. sponsored ADR	50,000		5,876,500
Hotels, Restaurants & Leisure - 2.5%
Bloomin' Brands, Inc. (a)	150,000		2,751,000
Darden Restaurants, Inc.	225,000		11,578,500
Las Vegas Sands Corp.	75,000		4,665,750
McDonald's Corp.	125,000		11,851,250
Texas Roadhouse, Inc. Class A	175,000		4,872,000
Yum! Brands, Inc.	250,000		17,995,000
			53,713,500
Internet & Catalog Retail - 0.1%
ASOS PLC (a)	62,500		2,279,742
zulily, Inc. Class A (d)	25,000		947,250
			3,226,992
Leisure Products - 0.7%
Brunswick Corp.	175,000		7,374,500
New Academy Holding Co. LLC unit (a)(e)(f)	60,000		6,707,400
			14,081,900
Media - 2.4%
Comcast Corp. Class A (special) (non-vtg.)	775,000		41,462,500
Sinclair Broadcast Group, Inc. Class A (d)	300,000		7,827,000
Smiles SA	200,000		3,170,258
			52,459,758
Multiline Retail - 1.6%
Dollar General Corp. (a)	150,000		9,166,500
Target Corp.	400,000		25,072,000
			34,238,500
Specialty Retail - 1.4%
Fast Retailing Co. Ltd.	17,500		5,856,736
Lumber Liquidators Holdings, Inc. (a)	50,000		2,869,000
PetSmart, Inc.	200,000		14,018,000
TJX Companies, Inc.	125,000		7,396,250
			30,139,986
Textiles, Apparel & Luxury Goods - 0.5%
Arezzo Industria e Comercio SA	550,000		6,561,128
Brunello Cucinelli SpA (d)	201,500		4,204,416
			10,765,544
TOTAL CONSUMER DISCRETIONARY			209,187,430
CONSUMER STAPLES - 9.3%
Beverages - 2.7%
Molson Coors Brewing Co. Class B	100,000		7,444,000

	Shares		Value
PepsiCo, Inc.	150,000		$ 13,963,500
The Coca-Cola Co.	850,000		36,261,000
			57,668,500
Food & Staples Retailing - 1.6%
CVS Caremark Corp.	300,000		23,877,000
Whole Foods Market, Inc.	275,000		10,480,250
			34,357,250
Food Products - 0.7%
Amira Nature Foods Ltd. (a)(d)	267,000		4,181,220
Kellogg Co.	175,000		10,780,000
			14,961,220
Household Products - 1.9%
Procter & Gamble Co.	500,000		41,870,000
Tobacco - 2.4%
British American Tobacco PLC sponsored ADR	120,000		13,569,600
Japan Tobacco, Inc.	300,000		9,757,009
Lorillard, Inc.	200,000		11,982,000
Philip Morris International, Inc.	200,000		16,680,000
			51,988,609
TOTAL CONSUMER STAPLES			200,845,579
ENERGY - 10.0%
Energy Equipment & Services - 2.1%
Ensco PLC Class A	300,000		12,393,000
National Oilwell Varco, Inc.	225,000		17,122,500
Noble Corp.	275,000		6,110,500
Paragon Offshore PLC (a)(d)	91,666		563,746
Schlumberger Ltd.	100,000		10,169,000
			46,358,746
Oil, Gas & Consumable Fuels - 7.9%
Amyris, Inc. (a)	638,177		2,418,691
Anadarko Petroleum Corp.	45,000		4,564,800
Apache Corp.	150,000		14,080,500
Cabot Oil & Gas Corp.	150,000		4,903,500
Cameco Corp. (d)	225,000		3,969,820
Canadian Natural Resources Ltd.	300,000		11,654,985
Chevron Corp.	300,000		35,796,000
CONSOL Energy, Inc.	475,000		17,983,500
Markwest Energy Partners LP	50,000		3,841,000
Paladin Energy Ltd. (Australia) (a)(d)	2,500,000		831,773
Peabody Energy Corp.	650,000		8,047,000
Suncor Energy, Inc.	1,075,000		38,903,299
The Williams Companies, Inc.	412,500		22,831,875
			169,826,743
TOTAL ENERGY			216,185,489
FINANCIALS - 16.9%
Banks - 6.7%
Bank of America Corp.	1,600,000		27,280,000
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	775,000		$ 40,160,500
FirstMerit Corp.	200,000		3,520,000
JPMorgan Chase & Co.	725,000		43,674,000
Standard Chartered PLC (United Kingdom)	475,000		8,782,377
Wells Fargo & Co.	425,000		22,044,750
			145,461,627
Capital Markets - 4.8%
Apollo Global Management LLC Class A	275,000		6,556,000
KKR & Co. LP	1,210,000		26,983,000
Morgan Stanley	637,500		22,038,375
State Street Corp.	250,000		18,402,500
The Blackstone Group LP	875,000		27,545,000
Uranium Participation Corp. (a)	225,000		1,012,545
			102,537,420
Diversified Financial Services - 0.4%
KKR Renaissance Co-Invest LP unit (a)(f)	50,000		8,007,000
Insurance - 3.7%
Allied World Assurance Co.	300,600		11,074,104
American International Group, Inc.	250,000		13,505,000
Brasil Insurance Participacoes e Administracao SA	1,000,000		3,268,308
MetLife, Inc.	400,000		21,488,000
The Chubb Corp.	200,000		18,216,000
The Travelers Companies, Inc.	125,000		11,742,500
			79,293,912
Thrifts & Mortgage Finance - 1.3%
Radian Group, Inc. (d)	2,000,190		28,522,709
TOTAL FINANCIALS			363,822,668
HEALTH CARE - 9.7%
Biotechnology - 1.9%
Alnylam Pharmaceuticals, Inc. (a)	40,000		3,124,000
Amgen, Inc.	175,000		24,580,500
Clovis Oncology, Inc. (a)	100,000		4,536,000
Infinity Pharmaceuticals, Inc. (a)	200,000		2,684,000
Intercept Pharmaceuticals, Inc. (a)	11,400		2,698,266
MEI Pharma, Inc. (a)	589,600		4,068,240
			41,691,006
Health Care Equipment & Supplies - 1.3%
Baxter International, Inc.	90,000		6,459,300
Boston Scientific Corp. (a)	650,000		7,676,500
Haemonetics Corp. (a)	150,000		5,238,000
Medtronic, Inc.	150,000		9,292,500
			28,666,300
Health Care Providers & Services - 2.4%
Catamaran Corp. (a)	250,000		10,529,488
China Cord Blood Corp. (a)	675,000		3,300,750

	Shares		Value
Community Health Systems, Inc. (a)	90,000		$ 4,931,100
Express Scripts Holding Co. (a)	150,000		10,594,500
HCA Holdings, Inc. (a)	70,000		4,936,400
Laboratory Corp. of America Holdings (a)	20,000		2,035,000
McKesson Corp.	40,000		7,786,800
Qualicorp SA (a)	500,000		4,947,401
Universal American Spin Corp. (a)	300,000		2,412,000
			51,473,439
Health Care Technology - 0.7%
Allscripts Healthcare Solutions, Inc. (a)	250,000		3,353,750
MedAssets, Inc. (a)	597,491		12,380,014
			15,733,764
Pharmaceuticals - 3.4%
AbbVie, Inc.	200,000		11,552,000
Actavis PLC (a)	27,500		6,635,200
Astellas Pharma, Inc.	275,000		4,094,598
GlaxoSmithKline PLC sponsored ADR	350,000		16,089,500
Jazz Pharmaceuticals PLC (a)	47,500		7,626,600
Mylan, Inc. (a)	50,000		2,274,500
Pfizer, Inc.	500,000		14,785,000
The Medicines Company (a)	150,000		3,348,000
TherapeuticsMD, Inc. (a)	625,000		2,900,000
XenoPort, Inc. (a)	600,000		3,228,000
			72,533,398
TOTAL HEALTH CARE			210,097,907
INDUSTRIALS - 9.5%
Aerospace & Defense - 1.2%
KEYW Holding Corp. (a)	23,000		254,610
The Boeing Co.	112,500		14,330,250
United Technologies Corp.	112,500		11,880,000
			26,464,860
Air Freight & Logistics - 2.2%
C.H. Robinson Worldwide, Inc.	50,000		3,316,000
Expeditors International of Washington, Inc.	150,000		6,087,000
FedEx Corp.	70,000		11,301,500
PostNL NV (a)	1,400,000		6,049,252
United Parcel Service, Inc. Class B	200,000		19,658,000
			46,411,752
Construction & Engineering - 0.5%
Balfour Beatty PLC	500,000		1,528,744
Jacobs Engineering Group, Inc. (a)	200,000		9,764,000
			11,292,744
Electrical Equipment - 0.3%
Eaton Corp. PLC	100,000		6,337,000
Industrial Conglomerates - 2.5%
Danaher Corp.	150,000		11,397,000
General Electric Co.	1,675,000		42,913,500
			54,310,500
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - 0.8%
Cummins, Inc.	25,000		$ 3,299,500
Deere & Co.	75,000		6,149,250
Valmont Industries, Inc.	50,000		6,746,500
			16,195,250
Professional Services - 0.9%
Acacia Research Corp.	640,100		9,908,748
Towers Watson & Co.	100,000		9,950,000
			19,858,748
Road & Rail - 1.0%
CSX Corp.	150,000		4,809,000
J.B. Hunt Transport Services, Inc.	50,000		3,702,500
Kansas City Southern	37,500		4,545,000
Union Pacific Corp.	87,500		9,486,750
			22,543,250
Trading Companies & Distributors - 0.1%
Now, Inc. (d)	56,250		1,710,563
TOTAL INDUSTRIALS			205,124,667
INFORMATION TECHNOLOGY - 24.7%
Communications Equipment - 3.4%
Cisco Systems, Inc.	1,525,000		38,384,250
Juniper Networks, Inc.	250,000		5,537,500
QUALCOMM, Inc.	337,500		25,234,875
Riverbed Technology, Inc. (a)	250,000		4,636,250
			73,792,875
Electronic Equipment & Components - 0.7%
Hitachi Ltd.	1,100,000		8,399,818
TE Connectivity Ltd.	100,000		5,529,000
			13,928,818
Internet Software & Services - 5.2%
Cornerstone OnDemand, Inc. (a)	125,000		4,301,250
eBay, Inc. (a)	150,000		8,494,500
Facebook, Inc. Class A (a)	150,000		11,856,000
Google, Inc. Class C (a)	105,000		60,622,800
Yahoo!, Inc. (a)	650,000		26,487,500
			111,762,050
IT Services - 6.1%
Cognizant Technology Solutions Corp. Class A (a)	187,500		8,394,375
Fidelity National Information Services, Inc.	125,000		7,037,500
IBM Corp.	345,000		65,491,347
MasterCard, Inc. Class A	175,000		12,936,000
Paychex, Inc.	337,500		14,917,500

	Shares		Value
Quindell PLC (d)	1,000,013		$ 2,354,751
Visa, Inc. Class A	100,000		21,337,000
			132,468,473
Semiconductors & Semiconductor Equipment - 2.2%
Applied Materials, Inc.	550,000		11,885,500
Broadcom Corp. Class A	900,000		36,378,000
			48,263,500
Software - 4.2%
Citrix Systems, Inc. (a)	100,000		7,134,000
Imperva, Inc. (a)	49,900		1,433,627
Microsoft Corp.	900,000		41,724,000
Nuance Communications, Inc. (a)	300,000		4,624,500
Oracle Corp.	800,000		30,624,000
ServiceNow, Inc. (a)	75,000		4,408,500
			89,948,627
Technology Hardware, Storage & Peripherals - 2.9%
Apple, Inc.	525,000		52,893,750
First Data Holdings, Inc. Class B (f)	2,164,642		8,658,568
			61,552,318
TOTAL INFORMATION TECHNOLOGY			531,716,661
MATERIALS - 2.4%
Chemicals - 1.2%
Airgas, Inc.	25,000		2,766,250
FMC Corp.	60,000		3,431,400
Monsanto Co.	75,000		8,438,250
Potash Corp. of Saskatchewan, Inc.	175,000		6,059,646
Tronox Ltd. Class A	225,000		5,861,250
Westlake Chemical Partners LP (a)	4,000		116,000
			26,672,796
Metals & Mining - 0.8%
Freeport-McMoRan, Inc.	425,000		13,876,250
U.S. Silica Holdings, Inc. (d)	65,000		4,063,150
			17,939,400
Paper & Forest Products - 0.4%
West Fraser Timber Co. Ltd.	150,000		7,332,917
TOTAL MATERIALS			51,945,113
TELECOMMUNICATION SERVICES - 2.6%
Diversified Telecommunication Services - 2.6%
Verizon Communications, Inc.	1,100,000		54,989,000
UTILITIES - 1.3%
Electric Utilities - 1.3%
Exelon Corp.	400,000		13,636,000
Southern Co.	350,000		15,277,500
			28,913,500
TOTAL COMMON STOCKS (Cost $1,770,749,059)		2,072,828,014
Convertible Preferred Stocks - 0.0%
	Shares		Value
CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc.:
Series C (a)(f)	65,160		$ 525,841
Series D (f)	20,764		167,565
(Cost $878,142)			693,406

Convertible Bonds - 0.1%
	Principal Amount
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $2,000,000)	$ 2,000,000	1,672,020

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	63,209,739		63,209,739
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	22,349,334		22,349,334
TOTAL MONEY MARKET FUNDS (Cost $85,559,073)		85,559,073
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $1,859,186,274)		2,160,752,513
NET OTHER ASSETS (LIABILITIES) - (0.2)%			(4,854,722)
NET ASSETS - 100%		$ 2,155,897,791

Legend

(a) Non-income producing

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

(e) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(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 $24,066,374 or 1.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
First Data Holdings, Inc. Class B	6/26/14	$ 8,658,568
KKR Renaissance Co-Invest LP unit	7/25/13	$ 5,275,000
New Academy Holding Co. LLC unit	8/1/11	$ 6,324,000
NJOY, Inc. Series C	6/7/13	$ 526,688
NJOY, Inc. Series D	2/14/14	$ 351,454

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 73,264
Fidelity Securities Lending Cash Central Fund	753,265
Total	$ 826,529

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	Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 6,666,667	$ -	$ 6,666,667	$ 1,209,863	$ -
EQTY ER Holdings, LLC	3,333,333	-	6,514,753	-	-
Total	$ 10,000,000	$ -	$ 13,181,420	$ 1,209,863	$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 209,880,836	$ 202,480,030	$ -	$ 7,400,806
Consumer Staples	200,845,579	200,845,579	-	-
Energy	216,185,489	216,185,489	-	-
Financials	363,822,668	355,815,668	-	8,007,000
Health Care	210,097,907	210,097,907	-	-
Industrials	205,124,667	205,124,667	-	-
Information Technology	531,716,661	523,058,093	-	8,658,568
Materials	51,945,113	51,945,113	-	-
Telecommunication Services	54,989,000	54,989,000	-	-
Utilities	28,913,500	28,913,500	-	-
Corporate Bonds	1,672,020	-	1,672,020	-
Money Market Funds	85,559,073	85,559,073	-	-
Total Investments in Securities:	$ 2,160,752,513	$ 2,135,014,119	$ 1,672,020	$ 24,066,374

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Beginning Balance	$ 26,049,893
Net Realized Gain (Loss) on Investment Securities	3,181,420
Net Unrealized Gain (Loss) on Investment Securities	(993,541)
Cost of Purchases	9,010,022
Proceeds of Sales	(13,181,420)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 24,066,374
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2014	$ (993,541)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Other Information

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

United States of America	87.6%
Canada	3.7%
United Kingdom	2.9%
Japan	1.6%
Ireland	1.0%
Others (Individually Less Than 1%)	3.2%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	September 30, 2014

Assets
Investment in securities, at value (including securities loaned of $21,155,815) - See accompanying schedule: Unaffiliated issuers (cost $1,773,627,201)	$ 2,075,193,440
Fidelity Central Funds (cost $85,559,073)	85,559,073
Total Investments (cost $1,859,186,274)		$ 2,160,752,513
Receivable for investments sold		34,704,016
Receivable for fund shares sold		459,651
Dividends receivable		2,615,233
Interest receivable		5,667
Distributions receivable from Fidelity Central Funds		86,234
Other receivables		77,430
Total assets		2,198,700,744

Liabilities
Payable for investments purchased	$ 18,635,073
Payable for fund shares redeemed	669,983
Accrued management fee	767,008
Distribution and service plan fees payable	72,880
Other affiliated payables	175,933
Other payables and accrued expenses	132,742
Collateral on securities loaned, at value	22,349,334
Total liabilities		42,802,953

Net Assets		$ 2,155,897,791
Net Assets consist of:
Paid in capital		$ 1,676,345,129
Undistributed net investment income		18,255,754
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		159,732,634
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		301,564,274
Net Assets		$ 2,155,897,791

Statement of Assets and Liabilities - continued

	September 30, 2014

Class O: Net Asset Value, offering price and redemption price per share ($1,866,809,909 ÷ 75,783,418 shares)		$ 24.63

Class A: Net Asset Value and redemption price per share ($209,737,184 ÷ 8,695,857 shares)		$ 24.12

Maximum offering price per share (100/94.25 of $24.12)		$ 25.59
Class T: Net Asset Value and redemption price per share ($23,443,055 ÷ 978,992 shares)		$ 23.95

Maximum offering price per share (100/96.50 of $23.95)		$ 24.82
Class B: Net Asset Value and offering price per share ($681,663 ÷ 28,686 shares)^A		$ 23.76

Class C: Net Asset Value and offering price per share ($22,093,903 ÷ 940,425 shares)^A		$ 23.49

Institutional Class: Net Asset Value, offering price and redemption price per share ($33,013,315 ÷ 1,315,210 shares)		$ 25.10

Class Z: Net Asset Value, offering price and redemption price per share ($118,762 ÷ 4,733 shares)		$ 25.09

^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 September 30, 2014

Investment Income
Dividends		$ 45,979,935
Interest (including $1,209,863 earned from other affiliated issuers)		1,269,863
Income from Fidelity Central Funds		826,529
Total income		48,076,327

Expenses
Management fee	$ 9,225,860
Transfer agent fees	1,424,593
Distribution and service plan fees	747,271
Accounting and security lending fees	669,579
Custodian fees and expenses	58,134
Independent trustees' compensation	9,448
Appreciation in deferred trustee compensation account	970
Registration fees	115,136
Audit	75,637
Legal	11,969
Interest	3,885
Miscellaneous	18,380
Total expenses before reductions	12,360,862
Expense reductions	(40,929)	12,319,933
Net investment income (loss)		35,756,394
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	314,868,761
Other affiliated issuers	3,181,420
Foreign currency transactions	(25,400)
Total net realized gain (loss)		318,024,781
Change in net unrealized appreciation (depreciation) on: Investment securities	5,059,579
Assets and liabilities in foreign currencies	(3,644)
Total change in net unrealized appreciation (depreciation)		5,055,935
Net gain (loss)		323,080,716
Net increase (decrease) in net assets resulting from operations		$ 358,837,110

Statement of Changes in Net Assets

	Year ended September 30, 2014	Year ended September 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 35,756,394	$ 32,104,549
Net realized gain (loss)	318,024,781	249,837,272
Change in net unrealized appreciation (depreciation)	5,055,935	128,824,382
Net increase (decrease) in net assets resulting from operations	358,837,110	410,766,203
Distributions to shareholders from net investment income	(25,125,057)	(30,079,689)
Distributions to shareholders from net realized gain	(5,875,523)	(3,173,961)
Total distributions	(31,000,580)	(33,253,650)
Share transactions - net increase (decrease)	(249,067,671)	(187,539,711)
Total increase (decrease) in net assets	78,768,859	189,972,842

Net Assets
Beginning of period	2,077,128,932	1,887,156,090
End of period (including undistributed net investment income of $18,255,754 and undistributed net investment income of $16,656,447, respectively)	$ 2,155,897,791	$ 2,077,128,932

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

Annual Report

Financial Highlights - Class O

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.17	$ 17.53	$ 13.33	$ 13.55	$ 12.33
Income from Investment Operations
Net investment income (loss)^C	.40	.32	.24	.18	.15
Net realized and unrealized gain (loss)	3.39	3.64	4.19	(.20)	1.21
Total from investment operations	3.79	3.96	4.43	(.02)	1.36
Distributions from net investment income	(.27)	(.29)	(.20)	(.15)	(.14)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.33)	(.32)	(.23)	(.20)^H	(.14)^G
Net asset value, end of period	$ 24.63	$ 21.17	$ 17.53	$ 13.33	$ 13.55
Total Return^{A, B}	18.08%	23.05%	33.55%	(.32)%	11.15%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.51%	.51%	.51%	.51%	.51%
Expenses net of fee waivers, if any	.51%	.51%	.51%	.51%	.51%
Expenses net of all reductions	.50%	.49%	.51%	.50%	.50%
Net investment income (loss)	1.69%	1.68%	1.53%	1.20%	1.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,866,810	$ 1,622,353	$ 1,515,727	$ 1,268,316	$ 1,458,736
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^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.

^G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

^H Total distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Financial Highlights - Class A

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.75	$ 17.18	$ 13.07	$ 13.28	$ 12.09
Income from Investment Operations
Net investment income (loss)^D	.32	.26	.19	.13	.10
Net realized and unrealized gain (loss)	3.33	3.58	4.10	(.20)	1.19
Total from investment operations	3.65	3.84	4.29	(.07)	1.29
Distributions from net investment income	(.21)	(.24)	(.15)	(.10)	(.09)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.28)^H	(.27)	(.18)	(.14)	(.10)
Net asset value, end of period	$ 24.12	$ 20.75	$ 17.18	$ 13.07	$ 13.28
Total Return^{A, B, C}	17.71%	22.73%	33.06%	(.62)%	10.70%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.81%	.82%	.84%	.86%	.88%
Expenses net of fee waivers, if any	.81%	.82%	.84%	.86%	.88%
Expenses net of all reductions	.81%	.81%	.84%	.85%	.87%
Net investment income (loss)	1.38%	1.37%	1.20%	.85%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 209,737	$ 153,940	$ 127,100	$ 98,808	$ 110,672
Portfolio turnover rate^F	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

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

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

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

^H Total distributions of $.28 per share is comprised of distributions from net investment income of $.213 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.61	$ 17.08	$ 12.99	$ 13.21	$ 12.04
Income from Investment Operations
Net investment income (loss)^C	.21	.17	.12	.06	.05
Net realized and unrealized gain (loss)	3.32	3.56	4.08	(.19)	1.18
Total from investment operations	3.53	3.73	4.20	(.13)	1.23
Distributions from net investment income	(.13)	(.17)	(.08)	(.05)	(.05)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.19)	(.20)	(.11)	(.09)	(.06)
Net asset value, end of period	$ 23.95	$ 20.61	$ 17.08	$ 12.99	$ 13.21
Total Return^{A, B}	17.21%	22.11%	32.46%	(1.05)%	10.25%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of fee waivers, if any	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of all reductions	1.27%	1.27%	1.28%	1.28%	1.29%
Net investment income (loss)	.92%	.91%	.76%	.42%	.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 23,443	$ 22,903	$ 14,874	$ 11,251	$ 12,051
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

Financial Highlights - Class B

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.41	$ 16.87	$ 12.82	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.29	3.53	4.04	(.19)	1.17
Total from investment operations	3.39	3.61	4.08	(.20)	1.16
Distributions from net investment income	-	(.04)	-^G	-	(.01)
Distributions from net realized gain	(.04)	(.03)	(.03)	(.02)	(.01)
Total distributions	(.04)	(.07)	(.03)	(.02)	(.02)
Net asset value, end of period	$ 23.76	$ 20.41	$ 16.87	$ 12.82	$ 13.04
Total Return^{A, B}	16.60%	21.52%	31.87%	(1.57)%	9.72%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of fee waivers, if any	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.10)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 682	$ 705	$ 826	$ 776	$ 1,060
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^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 C

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.28	$ 16.83	$ 12.81	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.26	3.51	4.04	(.19)	1.16
Total from investment operations	3.36	3.59	4.08	(.20)	1.15
Distributions from net investment income	(.09)	(.11)	(.03)	-	(.01)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.03)	(.01)
Total distributions	(.15)	(.14)	(.06)	(.03)	(.01)^G
Net asset value, end of period	$ 23.49	$ 20.28	$ 16.83	$ 12.81	$ 13.04
Total Return^{A, B}	16.62%	21.52%	31.89%	(1.58)%	9.69%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of fee waivers, if any	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.09)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 22,094	$ 11,119	$ 4,775	$ 3,030	$ 2,853
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^G Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.005 per share.

Financial Highlights - Institutional Class

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 17.84	$ 13.58	$ 13.82	$ 12.57
Income from Investment Operations
Net investment income (loss)^B	.35	.29	.21	.15	.11
Net realized and unrealized gain (loss)	3.49	3.72	4.26	(.20)	1.24
Total from investment operations	3.84	4.01	4.47	(.05)	1.35
Distributions from net investment income	(.23)	(.26)	(.18)	(.15)	(.10)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.30)^G	(.29)	(.21)	(.19)	(.10)^F
Net asset value, end of period	$ 25.10	$ 21.56	$ 17.84	$ 13.58	$ 13.82
Total Return^A	17.93%	22.82%	33.17%	(.50)%	10.81%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.68%	.71%	.75%	.74%	.78%
Expenses net of fee waivers, if any	.68%	.71%	.75%	.74%	.78%
Expenses net of all reductions	.67%	.70%	.75%	.73%	.77%
Net investment income (loss)	1.52%	1.48%	1.29%	.97%	.92%
Supplemental Data
Net assets, end of period (000 omitted)	$ 33,013	$ 266,008	$ 223,854	$ 179,641	$ 34,740
Portfolio turnover rate^D	55%	55%	40%	76%	102%

^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.

^F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.005 per share.

^G Total distributions of $.30 per share is comprised of distributions from net investment income of $.231 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class Z

Years ended September 30,	2014	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 21.44
Income from Investment Operations
Net investment income (loss)^D	.40	.04
Net realized and unrealized gain (loss)	3.47	.08
Total from investment operations	3.87	.12
Distributions from net investment income	(.27)	-
Distributions from net realized gain	(.06)	-
Total distributions	(.34)^I	-
Net asset value, end of period	$ 25.09	$ 21.56
Total Return^{B, C}	18.10%	.56%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.51%	.52%^A
Expenses net of fee waivers, if any	.51%	.52%^A
Expenses net of all reductions	.51%	.50%^A
Net investment income (loss)	1.68%	1.36%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 119	$ 101
Portfolio turnover rate^F	55%	55%

^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 August 13, 2013 (commencement of sale of shares) to September 30, 2013.

^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. 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.

^I Total distributions of $.34 per share is comprised of distributions from net investment income of $.273 and distributions from net realized gain of $.064 per share.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

Fidelity Advisor Diversified Stock Fund (the Fund) is a fund of Fidelity Destiny Portfolios (the Trust). 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 is authorized to issue an unlimited number of shares.

The Fund offers six classes of shares, Class O, Class A (formerly Class N), Class T, Class C, Institutional Class and Class Z, 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 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.

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 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, 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:

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy. Equity securities, including restricted securities, for which observable inputs are not available are valued using alternate valuation approaches, including the market approach and the income approach and are categorized as Level 3 in the hierarchy. The market approach generally consists of using comparable market transactions while the income approach generally consists of using the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type	Fair Value at 09/30/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 23,372,968	Last transaction price	Transaction price	$ 4.00	Increase
		Market comparable	Discount rate	15.0%	Decrease
			EV/EBITDA multiple	8.8 - 11.6 / 10.3	Increase
			Liquidity discount	15.0%	Decrease
Convertible Preferred Stocks	$ 693,406	Market comparable	EV/Sales multiple	6.0	Increase

* Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.

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 September 30, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), 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	$ 374,744,460
Gross unrealized depreciation	(73,651,463)
Net unrealized appreciation (depreciation) on securities	$ 301,092,997

Tax Cost	$ 1,859,659,516

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

Undistributed ordinary income	$ 18,325,476
Undistributed long-term capital gain	$ 160,205,875
Net unrealized appreciation (depreciation) on securities and other investments	$ 301,091,032

The tax character of distributions paid was as follows:

	September 30, 2014	September 30, 2013
Ordinary Income	$ 31,000,580	$ 33,253,650

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,169,847,593 and $1,420,514,903, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .42% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 473,021	$ 5,204
Class T	.25%	.25%	105,050	-
Class B	.75%	.25%	6,747	5,079
Class C	.75%	.25%	162,453	63,717
			$ 747,271	$ 74,000

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	$ 48,553
Class T	12,174
Class B*	325
Class C*	5,645
	$ 66,697

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C, Institutional Class and Class Z. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC does not receive a fee for Class O Destiny Plan accounts. FIIOC receives an asset-based fee of Class Z's average net assets. In addition, 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
Class O	$ 718,145	.04
Class A	185,016	.10
Class T	64,665	.31
Class B	2,027	.30
Class C	47,928	.30
Institutional Class	406,760	.21
Class Z	52	.05
	$ 1,424,593

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 31,941,000	.31%	$ 3,885

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,693 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $753,265, including $5,635 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,	2014	2013
From net investment income
Class O	$ 20,292,162	$ 24,897,965
Class A	1,695,781	1,798,280
Class T	135,608	150,677
Class B	-	1,909
Class C	52,602	33,936
Institutional Class	2,947,631	3,196,922
Class Z	1,273	-
Total	$ 25,125,057	$ 30,079,689

Annual Report

9. Distributions to Shareholders - continued

Years ended September 30,	2014	2013
From net realized gain
Class O	$ 4,844,120	$ 2,538,844
Class A	536,822	222,674
Class T	63,347	26,379
Class B	1,072	1,302
Class C	50,345	9,132
Institutional Class	379,516	375,630
Class Z	301	-
Total	$ 5,875,523	$ 3,173,961

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
Years ended September 30,	2014	2013 ^A	2014	2013 ^A
Class O
Shares sold	6,208,263	3,171,863	$ 147,701,200	$ 59,100,325
Reinvestment of distributions	990,107	1,407,676	22,079,128	24,161,611
Shares redeemed	(8,041,994)	(14,433,839)	(188,558,417)	(275,995,779)
Net increase (decrease)	(843,624)	(9,854,300)	$ (18,778,089)	$ (192,733,843)
Class A
Shares sold	2,532,698	1,535,917	$ 57,537,080	$ 28,726,959
Reinvestment of distributions	97,921	115,483	2,152,552	1,947,628
Shares redeemed	(1,354,861)	(1,628,774)	(31,107,890)	(30,310,462)
Net increase (decrease)	1,275,758	22,626	$ 28,581,742	$ 364,125
Class T
Shares sold	491,974	375,221	$ 11,365,600	$ 7,178,937
Reinvestment of distributions	8,484	9,922	186,233	166,859
Shares redeemed	(632,605)	(144,939)	(13,745,072)	(2,749,303)
Net increase (decrease)	(132,147)	240,204	$ (2,193,239)	$ 4,596,493
Class B
Shares sold	8,702	6,951	$ 196,288	$ 131,852
Reinvestment of distributions	41	175	1,000	2,922
Shares redeemed	(14,591)	(21,543)	(321,642)	(399,867)
Net increase (decrease)	(5,848)	(14,417)	$ (124,354)	$ (265,093)
Class C
Shares sold	583,896	337,131	$ 13,207,548	$ 6,296,211
Reinvestment of distributions	4,345	2,446	95,646	40,647
Shares redeemed	(196,005)	(75,071)	(4,414,141)	(1,370,372)
Net increase (decrease)	392,236	264,506	$ 8,889,053	$ 4,966,486
Institutional Class
Shares sold	1,125,237	730,999	$ 26,600,079	$ 14,299,680
Reinvestment of distributions	145,882	203,618	3,273,561	3,566,304
Shares redeemed	(12,293,029)	(1,145,647)	(295,317,998)	(22,433,863)
Net increase (decrease)	(11,021,910)	(211,030)	$ (265,444,358)	$ (4,567,879)
Class Z
Shares sold	-	4,664	$ -	$ 100,000
Reinvestment of distributions	69	-	1,574	-
Net increase (decrease)	69	4,664	$ 1,574	$ 100,000

^A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to September 30, 2013.

Annual Report

Notes to Financial Statements - continued

11. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 16% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Diversified Stock Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Diversified Stock Fund (the Fund), a fund of Fidelity Destiny Portfolios, including the schedule of investments, as of September 30, 2014, 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.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Diversified Stock Fund as of September 30, 2014, 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

November 24, 2014

Annual Report

Trustees and Officers

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 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and 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 served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. 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 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and 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 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. 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 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is 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).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was 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).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as 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.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as 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
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report

Distributions (Unaudited)

The fund hereby designates as a capital gain dividend with respect to the taxable year ended September 30, 2014 $199,206,297, or, if subsequently determined to be different, the net capital gain of such year.

Class A, T, B & C designate 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A, T, B & C designate 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 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Diversified Stock Fund

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Advisor Diversified Stock 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.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. 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. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. 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 rate ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Advisor Diversified Stock Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

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 Class A, Class B, Class C, Institutional Class, Class Z, and Class O ranked below its competitive median for 2013 and the total expense ratio of Class T ranked above its competitive median for 2013. 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 as compared to most competitor funds. 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.

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 (Hong Kong) Limited
Fidelity Management & Research (Japan) Inc.
Fidelity Management & Research (U.K.) 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

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

ADESI-UANN-1114
1.814743.109

stk485

Fidelity Advisor®

Diversified Stock Fund -

Institutional Class

Annual Report

September 30, 2014

(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)

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended September 30, 2014	Past 1 year	Past 5 years	Past 10 years
Institutional Class^A	17.93%	16.29%	8.81%

^A The initial offering of Institutional Class shares took place on July 12, 2005. Returns prior to July 12, 2005 are those of Class O, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Diversified Stock Fund - Institutional Class on September 30, 2004. 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. See footnote A above for additional information regarding the performance of Institutional Class.

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Annual Report

Management's Discussion of Fund Performance

Comments from James Morrow, Portfolio Manager of Fidelity Advisor® Diversified Stock Fund: For the year ending September 30, 2014, the fund's Institutional Class shares gained 17.93%, trailing the benchmark S&P 500® Index. Relative to the index, the fund mainly was hampered by weak security selection in the information technology and industrials sectors and by a modest cash stake that hurt results in an up market. However, the fund benefited from favorable sector allocation resulting from my bottom-up - meaning stock-by-stock - investment process. The biggest individual detractor was a non-index stake in Quindell, a U.K.-based company with two main businesses: auto insurance and telematics, meaning on-board vehicle hardware that generates data used in insurance pricing, among other applications. Quindell's shares plummeted beginning in April, shortly after I established the fund's position, after a firm that specializes in short-selling issued a report calling some of the firm's profits "suspect." I did not share this view, as I believed the company's cash flow should turn positive. As of period end, with the stock priced at just three times earnings, I think it has a significant margin of safety and have maintained the fund's position. Another relative detractor was chipmaker and benchmark component Intel, which was not in the fund during the period. I was surprised by the stock's 57% return during the period, given my concerns about the company's business model - especially its limited exposure to the fast-growing mobile communications space - and its relatively high level of debt. Instead, I preferred Broadcom, a semiconductor-related stock that I thought offered a much better risk/reward trade-off. Broadcom was the fund's top individual contributor for the period.

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 (April 1, 2014 to September 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio^B	Beginning Account Value April 1, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period* April 1, 2014 to September 30, 2014
Class O	.51%
Actual		$ 1,000.00	$ 1,049.70	$ 2.62
Hypothetical^A		$ 1,000.00	$ 1,022.51	$ 2.59
Class A	.82%
Actual		$ 1,000.00	$ 1,048.50	$ 4.21
Hypothetical^A		$ 1,000.00	$ 1,020.96	$ 4.15
Class T	1.28%
Actual		$ 1,000.00	$ 1,046.10	$ 6.57
Hypothetical^A		$ 1,000.00	$ 1,018.65	$ 6.48
Class B	1.77%
Actual		$ 1,000.00	$ 1,043.30	$ 9.07
Hypothetical^A		$ 1,000.00	$ 1,016.19	$ 8.95
Class C	1.76%
Actual		$ 1,000.00	$ 1,043.30	$ 9.02
Hypothetical^A		$ 1,000.00	$ 1,016.24	$ 8.90
Institutional Class	.66%
Actual		$ 1,000.00	$ 1,049.60	$ 3.39
Hypothetical^A		$ 1,000.00	$ 1,021.76	$ 3.35
Class Z	.52%
Actual		$ 1,000.00	$ 1,050.00	$ 2.67
Hypothetical^A		$ 1,000.00	$ 1,022.46	$ 2.64

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
IBM Corp.	3.0	2.9
Google, Inc. Class C	2.8	0.0
Verizon Communications, Inc.	2.6	2.3
Apple, Inc.	2.5	2.7
JPMorgan Chase & Co.	2.0	2.6
General Electric Co.	2.0	2.1
Procter & Gamble Co.	1.9	1.5
Microsoft Corp.	1.9	2.0
Comcast Corp. Class A (special) (non-vtg.)	1.9	1.7
Citigroup, Inc.	1.8	0.6
	22.4
Top Five Market Sectors as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	24.7	23.2
Financials	16.9	19.2
Energy	10.1	12.9
Health Care	9.7	10.4
Consumer Discretionary	9.7	9.1

Asset Allocation (% of fund's net assets)
As of September 30, 2014*			As of March 31, 2014**
	Stocks 96.1%			Stocks 98.3%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other 0.0%			Other 0.4%
	Short-Term Investments and Net Other Assets (Liabilities) 3.8%			Short-Term Investments and Net Other Assets (Liabilities) 1.2%
* Foreign investments		12.4%	** Foreign investments		11.9%

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Annual Report

Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value
CONSUMER DISCRETIONARY - 9.7%
Auto Components - 0.2%
Gentex Corp.	175,000		$ 4,684,750
Automobiles - 0.3%
Toyota Motor Corp. sponsored ADR	50,000		5,876,500
Hotels, Restaurants & Leisure - 2.5%
Bloomin' Brands, Inc. (a)	150,000		2,751,000
Darden Restaurants, Inc.	225,000		11,578,500
Las Vegas Sands Corp.	75,000		4,665,750
McDonald's Corp.	125,000		11,851,250
Texas Roadhouse, Inc. Class A	175,000		4,872,000
Yum! Brands, Inc.	250,000		17,995,000
			53,713,500
Internet & Catalog Retail - 0.1%
ASOS PLC (a)	62,500		2,279,742
zulily, Inc. Class A (d)	25,000		947,250
			3,226,992
Leisure Products - 0.7%
Brunswick Corp.	175,000		7,374,500
New Academy Holding Co. LLC unit (a)(e)(f)	60,000		6,707,400
			14,081,900
Media - 2.4%
Comcast Corp. Class A (special) (non-vtg.)	775,000		41,462,500
Sinclair Broadcast Group, Inc. Class A (d)	300,000		7,827,000
Smiles SA	200,000		3,170,258
			52,459,758
Multiline Retail - 1.6%
Dollar General Corp. (a)	150,000		9,166,500
Target Corp.	400,000		25,072,000
			34,238,500
Specialty Retail - 1.4%
Fast Retailing Co. Ltd.	17,500		5,856,736
Lumber Liquidators Holdings, Inc. (a)	50,000		2,869,000
PetSmart, Inc.	200,000		14,018,000
TJX Companies, Inc.	125,000		7,396,250
			30,139,986
Textiles, Apparel & Luxury Goods - 0.5%
Arezzo Industria e Comercio SA	550,000		6,561,128
Brunello Cucinelli SpA (d)	201,500		4,204,416
			10,765,544
TOTAL CONSUMER DISCRETIONARY			209,187,430
CONSUMER STAPLES - 9.3%
Beverages - 2.7%
Molson Coors Brewing Co. Class B	100,000		7,444,000

	Shares		Value
PepsiCo, Inc.	150,000		$ 13,963,500
The Coca-Cola Co.	850,000		36,261,000
			57,668,500
Food & Staples Retailing - 1.6%
CVS Caremark Corp.	300,000		23,877,000
Whole Foods Market, Inc.	275,000		10,480,250
			34,357,250
Food Products - 0.7%
Amira Nature Foods Ltd. (a)(d)	267,000		4,181,220
Kellogg Co.	175,000		10,780,000
			14,961,220
Household Products - 1.9%
Procter & Gamble Co.	500,000		41,870,000
Tobacco - 2.4%
British American Tobacco PLC sponsored ADR	120,000		13,569,600
Japan Tobacco, Inc.	300,000		9,757,009
Lorillard, Inc.	200,000		11,982,000
Philip Morris International, Inc.	200,000		16,680,000
			51,988,609
TOTAL CONSUMER STAPLES			200,845,579
ENERGY - 10.0%
Energy Equipment & Services - 2.1%
Ensco PLC Class A	300,000		12,393,000
National Oilwell Varco, Inc.	225,000		17,122,500
Noble Corp.	275,000		6,110,500
Paragon Offshore PLC (a)(d)	91,666		563,746
Schlumberger Ltd.	100,000		10,169,000
			46,358,746
Oil, Gas & Consumable Fuels - 7.9%
Amyris, Inc. (a)	638,177		2,418,691
Anadarko Petroleum Corp.	45,000		4,564,800
Apache Corp.	150,000		14,080,500
Cabot Oil & Gas Corp.	150,000		4,903,500
Cameco Corp. (d)	225,000		3,969,820
Canadian Natural Resources Ltd.	300,000		11,654,985
Chevron Corp.	300,000		35,796,000
CONSOL Energy, Inc.	475,000		17,983,500
Markwest Energy Partners LP	50,000		3,841,000
Paladin Energy Ltd. (Australia) (a)(d)	2,500,000		831,773
Peabody Energy Corp.	650,000		8,047,000
Suncor Energy, Inc.	1,075,000		38,903,299
The Williams Companies, Inc.	412,500		22,831,875
			169,826,743
TOTAL ENERGY			216,185,489
FINANCIALS - 16.9%
Banks - 6.7%
Bank of America Corp.	1,600,000		27,280,000
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	775,000		$ 40,160,500
FirstMerit Corp.	200,000		3,520,000
JPMorgan Chase & Co.	725,000		43,674,000
Standard Chartered PLC (United Kingdom)	475,000		8,782,377
Wells Fargo & Co.	425,000		22,044,750
			145,461,627
Capital Markets - 4.8%
Apollo Global Management LLC Class A	275,000		6,556,000
KKR & Co. LP	1,210,000		26,983,000
Morgan Stanley	637,500		22,038,375
State Street Corp.	250,000		18,402,500
The Blackstone Group LP	875,000		27,545,000
Uranium Participation Corp. (a)	225,000		1,012,545
			102,537,420
Diversified Financial Services - 0.4%
KKR Renaissance Co-Invest LP unit (a)(f)	50,000		8,007,000
Insurance - 3.7%
Allied World Assurance Co.	300,600		11,074,104
American International Group, Inc.	250,000		13,505,000
Brasil Insurance Participacoes e Administracao SA	1,000,000		3,268,308
MetLife, Inc.	400,000		21,488,000
The Chubb Corp.	200,000		18,216,000
The Travelers Companies, Inc.	125,000		11,742,500
			79,293,912
Thrifts & Mortgage Finance - 1.3%
Radian Group, Inc. (d)	2,000,190		28,522,709
TOTAL FINANCIALS			363,822,668
HEALTH CARE - 9.7%
Biotechnology - 1.9%
Alnylam Pharmaceuticals, Inc. (a)	40,000		3,124,000
Amgen, Inc.	175,000		24,580,500
Clovis Oncology, Inc. (a)	100,000		4,536,000
Infinity Pharmaceuticals, Inc. (a)	200,000		2,684,000
Intercept Pharmaceuticals, Inc. (a)	11,400		2,698,266
MEI Pharma, Inc. (a)	589,600		4,068,240
			41,691,006
Health Care Equipment & Supplies - 1.3%
Baxter International, Inc.	90,000		6,459,300
Boston Scientific Corp. (a)	650,000		7,676,500
Haemonetics Corp. (a)	150,000		5,238,000
Medtronic, Inc.	150,000		9,292,500
			28,666,300
Health Care Providers & Services - 2.4%
Catamaran Corp. (a)	250,000		10,529,488
China Cord Blood Corp. (a)	675,000		3,300,750

	Shares		Value
Community Health Systems, Inc. (a)	90,000		$ 4,931,100
Express Scripts Holding Co. (a)	150,000		10,594,500
HCA Holdings, Inc. (a)	70,000		4,936,400
Laboratory Corp. of America Holdings (a)	20,000		2,035,000
McKesson Corp.	40,000		7,786,800
Qualicorp SA (a)	500,000		4,947,401
Universal American Spin Corp. (a)	300,000		2,412,000
			51,473,439
Health Care Technology - 0.7%
Allscripts Healthcare Solutions, Inc. (a)	250,000		3,353,750
MedAssets, Inc. (a)	597,491		12,380,014
			15,733,764
Pharmaceuticals - 3.4%
AbbVie, Inc.	200,000		11,552,000
Actavis PLC (a)	27,500		6,635,200
Astellas Pharma, Inc.	275,000		4,094,598
GlaxoSmithKline PLC sponsored ADR	350,000		16,089,500
Jazz Pharmaceuticals PLC (a)	47,500		7,626,600
Mylan, Inc. (a)	50,000		2,274,500
Pfizer, Inc.	500,000		14,785,000
The Medicines Company (a)	150,000		3,348,000
TherapeuticsMD, Inc. (a)	625,000		2,900,000
XenoPort, Inc. (a)	600,000		3,228,000
			72,533,398
TOTAL HEALTH CARE			210,097,907
INDUSTRIALS - 9.5%
Aerospace & Defense - 1.2%
KEYW Holding Corp. (a)	23,000		254,610
The Boeing Co.	112,500		14,330,250
United Technologies Corp.	112,500		11,880,000
			26,464,860
Air Freight & Logistics - 2.2%
C.H. Robinson Worldwide, Inc.	50,000		3,316,000
Expeditors International of Washington, Inc.	150,000		6,087,000
FedEx Corp.	70,000		11,301,500
PostNL NV (a)	1,400,000		6,049,252
United Parcel Service, Inc. Class B	200,000		19,658,000
			46,411,752
Construction & Engineering - 0.5%
Balfour Beatty PLC	500,000		1,528,744
Jacobs Engineering Group, Inc. (a)	200,000		9,764,000
			11,292,744
Electrical Equipment - 0.3%
Eaton Corp. PLC	100,000		6,337,000
Industrial Conglomerates - 2.5%
Danaher Corp.	150,000		11,397,000
General Electric Co.	1,675,000		42,913,500
			54,310,500
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - 0.8%
Cummins, Inc.	25,000		$ 3,299,500
Deere & Co.	75,000		6,149,250
Valmont Industries, Inc.	50,000		6,746,500
			16,195,250
Professional Services - 0.9%
Acacia Research Corp.	640,100		9,908,748
Towers Watson & Co.	100,000		9,950,000
			19,858,748
Road & Rail - 1.0%
CSX Corp.	150,000		4,809,000
J.B. Hunt Transport Services, Inc.	50,000		3,702,500
Kansas City Southern	37,500		4,545,000
Union Pacific Corp.	87,500		9,486,750
			22,543,250
Trading Companies & Distributors - 0.1%
Now, Inc. (d)	56,250		1,710,563
TOTAL INDUSTRIALS			205,124,667
INFORMATION TECHNOLOGY - 24.7%
Communications Equipment - 3.4%
Cisco Systems, Inc.	1,525,000		38,384,250
Juniper Networks, Inc.	250,000		5,537,500
QUALCOMM, Inc.	337,500		25,234,875
Riverbed Technology, Inc. (a)	250,000		4,636,250
			73,792,875
Electronic Equipment & Components - 0.7%
Hitachi Ltd.	1,100,000		8,399,818
TE Connectivity Ltd.	100,000		5,529,000
			13,928,818
Internet Software & Services - 5.2%
Cornerstone OnDemand, Inc. (a)	125,000		4,301,250
eBay, Inc. (a)	150,000		8,494,500
Facebook, Inc. Class A (a)	150,000		11,856,000
Google, Inc. Class C (a)	105,000		60,622,800
Yahoo!, Inc. (a)	650,000		26,487,500
			111,762,050
IT Services - 6.1%
Cognizant Technology Solutions Corp. Class A (a)	187,500		8,394,375
Fidelity National Information Services, Inc.	125,000		7,037,500
IBM Corp.	345,000		65,491,347
MasterCard, Inc. Class A	175,000		12,936,000
Paychex, Inc.	337,500		14,917,500

	Shares		Value
Quindell PLC (d)	1,000,013		$ 2,354,751
Visa, Inc. Class A	100,000		21,337,000
			132,468,473
Semiconductors & Semiconductor Equipment - 2.2%
Applied Materials, Inc.	550,000		11,885,500
Broadcom Corp. Class A	900,000		36,378,000
			48,263,500
Software - 4.2%
Citrix Systems, Inc. (a)	100,000		7,134,000
Imperva, Inc. (a)	49,900		1,433,627
Microsoft Corp.	900,000		41,724,000
Nuance Communications, Inc. (a)	300,000		4,624,500
Oracle Corp.	800,000		30,624,000
ServiceNow, Inc. (a)	75,000		4,408,500
			89,948,627
Technology Hardware, Storage & Peripherals - 2.9%
Apple, Inc.	525,000		52,893,750
First Data Holdings, Inc. Class B (f)	2,164,642		8,658,568
			61,552,318
TOTAL INFORMATION TECHNOLOGY			531,716,661
MATERIALS - 2.4%
Chemicals - 1.2%
Airgas, Inc.	25,000		2,766,250
FMC Corp.	60,000		3,431,400
Monsanto Co.	75,000		8,438,250
Potash Corp. of Saskatchewan, Inc.	175,000		6,059,646
Tronox Ltd. Class A	225,000		5,861,250
Westlake Chemical Partners LP (a)	4,000		116,000
			26,672,796
Metals & Mining - 0.8%
Freeport-McMoRan, Inc.	425,000		13,876,250
U.S. Silica Holdings, Inc. (d)	65,000		4,063,150
			17,939,400
Paper & Forest Products - 0.4%
West Fraser Timber Co. Ltd.	150,000		7,332,917
TOTAL MATERIALS			51,945,113
TELECOMMUNICATION SERVICES - 2.6%
Diversified Telecommunication Services - 2.6%
Verizon Communications, Inc.	1,100,000		54,989,000
UTILITIES - 1.3%
Electric Utilities - 1.3%
Exelon Corp.	400,000		13,636,000
Southern Co.	350,000		15,277,500
			28,913,500
TOTAL COMMON STOCKS (Cost $1,770,749,059)		2,072,828,014
Convertible Preferred Stocks - 0.0%
	Shares		Value
CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc.:
Series C (a)(f)	65,160		$ 525,841
Series D (f)	20,764		167,565
(Cost $878,142)			693,406

Convertible Bonds - 0.1%
	Principal Amount
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $2,000,000)	$ 2,000,000	1,672,020

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	63,209,739		63,209,739
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	22,349,334		22,349,334
TOTAL MONEY MARKET FUNDS (Cost $85,559,073)		85,559,073
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $1,859,186,274)		2,160,752,513
NET OTHER ASSETS (LIABILITIES) - (0.2)%			(4,854,722)
NET ASSETS - 100%		$ 2,155,897,791

Legend

(a) Non-income producing

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

(e) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
First Data Holdings, Inc. Class B	6/26/14	$ 8,658,568
KKR Renaissance Co-Invest LP unit	7/25/13	$ 5,275,000
New Academy Holding Co. LLC unit	8/1/11	$ 6,324,000
NJOY, Inc. Series C	6/7/13	$ 526,688
NJOY, Inc. Series D	2/14/14	$ 351,454

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 73,264
Fidelity Securities Lending Cash Central Fund	753,265
Total	$ 826,529

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 6,666,667	$ -	$ 6,666,667	$ 1,209,863	$ -
EQTY ER Holdings, LLC	3,333,333	-	6,514,753	-	-
Total	$ 10,000,000	$ -	$ 13,181,420	$ 1,209,863	$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 209,880,836	$ 202,480,030	$ -	$ 7,400,806
Consumer Staples	200,845,579	200,845,579	-	-
Energy	216,185,489	216,185,489	-	-
Financials	363,822,668	355,815,668	-	8,007,000
Health Care	210,097,907	210,097,907	-	-
Industrials	205,124,667	205,124,667	-	-
Information Technology	531,716,661	523,058,093	-	8,658,568
Materials	51,945,113	51,945,113	-	-
Telecommunication Services	54,989,000	54,989,000	-	-
Utilities	28,913,500	28,913,500	-	-
Corporate Bonds	1,672,020	-	1,672,020	-
Money Market Funds	85,559,073	85,559,073	-	-
Total Investments in Securities:	$ 2,160,752,513	$ 2,135,014,119	$ 1,672,020	$ 24,066,374

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Beginning Balance	$ 26,049,893
Net Realized Gain (Loss) on Investment Securities	3,181,420
Net Unrealized Gain (Loss) on Investment Securities	(993,541)
Cost of Purchases	9,010,022
Proceeds of Sales	(13,181,420)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 24,066,374
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2014	$ (993,541)

Other Information

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

United States of America	87.6%
Canada	3.7%
United Kingdom	2.9%
Japan	1.6%
Ireland	1.0%
Others (Individually Less Than 1%)	3.2%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	September 30, 2014

Assets
Investment in securities, at value (including securities loaned of $21,155,815) - See accompanying schedule: Unaffiliated issuers (cost $1,773,627,201)	$ 2,075,193,440
Fidelity Central Funds (cost $85,559,073)	85,559,073
Total Investments (cost $1,859,186,274)		$ 2,160,752,513
Receivable for investments sold		34,704,016
Receivable for fund shares sold		459,651
Dividends receivable		2,615,233
Interest receivable		5,667
Distributions receivable from Fidelity Central Funds		86,234
Other receivables		77,430
Total assets		2,198,700,744

Liabilities
Payable for investments purchased	$ 18,635,073
Payable for fund shares redeemed	669,983
Accrued management fee	767,008
Distribution and service plan fees payable	72,880
Other affiliated payables	175,933
Other payables and accrued expenses	132,742
Collateral on securities loaned, at value	22,349,334
Total liabilities		42,802,953

Net Assets		$ 2,155,897,791
Net Assets consist of:
Paid in capital		$ 1,676,345,129
Undistributed net investment income		18,255,754
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		159,732,634
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		301,564,274
Net Assets		$ 2,155,897,791

Statement of Assets and Liabilities - continued

	September 30, 2014

Class O: Net Asset Value, offering price and redemption price per share ($1,866,809,909 ÷ 75,783,418 shares)		$ 24.63

Class A: Net Asset Value and redemption price per share ($209,737,184 ÷ 8,695,857 shares)		$ 24.12

Maximum offering price per share (100/94.25 of $24.12)		$ 25.59
Class T: Net Asset Value and redemption price per share ($23,443,055 ÷ 978,992 shares)		$ 23.95

Maximum offering price per share (100/96.50 of $23.95)		$ 24.82
Class B: Net Asset Value and offering price per share ($681,663 ÷ 28,686 shares)^A		$ 23.76

Class C: Net Asset Value and offering price per share ($22,093,903 ÷ 940,425 shares)^A		$ 23.49

Institutional Class: Net Asset Value, offering price and redemption price per share ($33,013,315 ÷ 1,315,210 shares)		$ 25.10

Class Z: Net Asset Value, offering price and redemption price per share ($118,762 ÷ 4,733 shares)		$ 25.09

^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 September 30, 2014

Investment Income
Dividends		$ 45,979,935
Interest (including $1,209,863 earned from other affiliated issuers)		1,269,863
Income from Fidelity Central Funds		826,529
Total income		48,076,327

Expenses
Management fee	$ 9,225,860
Transfer agent fees	1,424,593
Distribution and service plan fees	747,271
Accounting and security lending fees	669,579
Custodian fees and expenses	58,134
Independent trustees' compensation	9,448
Appreciation in deferred trustee compensation account	970
Registration fees	115,136
Audit	75,637
Legal	11,969
Interest	3,885
Miscellaneous	18,380
Total expenses before reductions	12,360,862
Expense reductions	(40,929)	12,319,933
Net investment income (loss)		35,756,394
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	314,868,761
Other affiliated issuers	3,181,420
Foreign currency transactions	(25,400)
Total net realized gain (loss)		318,024,781
Change in net unrealized appreciation (depreciation) on: Investment securities	5,059,579
Assets and liabilities in foreign currencies	(3,644)
Total change in net unrealized appreciation (depreciation)		5,055,935
Net gain (loss)		323,080,716
Net increase (decrease) in net assets resulting from operations		$ 358,837,110

Statement of Changes in Net Assets

	Year ended September 30, 2014	Year ended September 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 35,756,394	$ 32,104,549
Net realized gain (loss)	318,024,781	249,837,272
Change in net unrealized appreciation (depreciation)	5,055,935	128,824,382
Net increase (decrease) in net assets resulting from operations	358,837,110	410,766,203
Distributions to shareholders from net investment income	(25,125,057)	(30,079,689)
Distributions to shareholders from net realized gain	(5,875,523)	(3,173,961)
Total distributions	(31,000,580)	(33,253,650)
Share transactions - net increase (decrease)	(249,067,671)	(187,539,711)
Total increase (decrease) in net assets	78,768,859	189,972,842

Net Assets
Beginning of period	2,077,128,932	1,887,156,090
End of period (including undistributed net investment income of $18,255,754 and undistributed net investment income of $16,656,447, respectively)	$ 2,155,897,791	$ 2,077,128,932

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

Annual Report

Financial Highlights - Class O

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.17	$ 17.53	$ 13.33	$ 13.55	$ 12.33
Income from Investment Operations
Net investment income (loss)^C	.40	.32	.24	.18	.15
Net realized and unrealized gain (loss)	3.39	3.64	4.19	(.20)	1.21
Total from investment operations	3.79	3.96	4.43	(.02)	1.36
Distributions from net investment income	(.27)	(.29)	(.20)	(.15)	(.14)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.33)	(.32)	(.23)	(.20)^H	(.14)^G
Net asset value, end of period	$ 24.63	$ 21.17	$ 17.53	$ 13.33	$ 13.55
Total Return^{A, B}	18.08%	23.05%	33.55%	(.32)%	11.15%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.51%	.51%	.51%	.51%	.51%
Expenses net of fee waivers, if any	.51%	.51%	.51%	.51%	.51%
Expenses net of all reductions	.50%	.49%	.51%	.50%	.50%
Net investment income (loss)	1.69%	1.68%	1.53%	1.20%	1.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,866,810	$ 1,622,353	$ 1,515,727	$ 1,268,316	$ 1,458,736
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^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.

^G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

^H Total distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Financial Highlights - Class A

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.75	$ 17.18	$ 13.07	$ 13.28	$ 12.09
Income from Investment Operations
Net investment income (loss)^D	.32	.26	.19	.13	.10
Net realized and unrealized gain (loss)	3.33	3.58	4.10	(.20)	1.19
Total from investment operations	3.65	3.84	4.29	(.07)	1.29
Distributions from net investment income	(.21)	(.24)	(.15)	(.10)	(.09)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.28)^H	(.27)	(.18)	(.14)	(.10)
Net asset value, end of period	$ 24.12	$ 20.75	$ 17.18	$ 13.07	$ 13.28
Total Return^{A, B, C}	17.71%	22.73%	33.06%	(.62)%	10.70%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.81%	.82%	.84%	.86%	.88%
Expenses net of fee waivers, if any	.81%	.82%	.84%	.86%	.88%
Expenses net of all reductions	.81%	.81%	.84%	.85%	.87%
Net investment income (loss)	1.38%	1.37%	1.20%	.85%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 209,737	$ 153,940	$ 127,100	$ 98,808	$ 110,672
Portfolio turnover rate^F	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

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

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

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

^H Total distributions of $.28 per share is comprised of distributions from net investment income of $.213 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.61	$ 17.08	$ 12.99	$ 13.21	$ 12.04
Income from Investment Operations
Net investment income (loss)^C	.21	.17	.12	.06	.05
Net realized and unrealized gain (loss)	3.32	3.56	4.08	(.19)	1.18
Total from investment operations	3.53	3.73	4.20	(.13)	1.23
Distributions from net investment income	(.13)	(.17)	(.08)	(.05)	(.05)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.19)	(.20)	(.11)	(.09)	(.06)
Net asset value, end of period	$ 23.95	$ 20.61	$ 17.08	$ 12.99	$ 13.21
Total Return^{A, B}	17.21%	22.11%	32.46%	(1.05)%	10.25%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of fee waivers, if any	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of all reductions	1.27%	1.27%	1.28%	1.28%	1.29%
Net investment income (loss)	.92%	.91%	.76%	.42%	.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 23,443	$ 22,903	$ 14,874	$ 11,251	$ 12,051
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

Financial Highlights - Class B

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.41	$ 16.87	$ 12.82	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.29	3.53	4.04	(.19)	1.17
Total from investment operations	3.39	3.61	4.08	(.20)	1.16
Distributions from net investment income	-	(.04)	-^G	-	(.01)
Distributions from net realized gain	(.04)	(.03)	(.03)	(.02)	(.01)
Total distributions	(.04)	(.07)	(.03)	(.02)	(.02)
Net asset value, end of period	$ 23.76	$ 20.41	$ 16.87	$ 12.82	$ 13.04
Total Return^{A, B}	16.60%	21.52%	31.87%	(1.57)%	9.72%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of fee waivers, if any	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.10)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 682	$ 705	$ 826	$ 776	$ 1,060
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^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 C

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.28	$ 16.83	$ 12.81	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.26	3.51	4.04	(.19)	1.16
Total from investment operations	3.36	3.59	4.08	(.20)	1.15
Distributions from net investment income	(.09)	(.11)	(.03)	-	(.01)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.03)	(.01)
Total distributions	(.15)	(.14)	(.06)	(.03)	(.01)^G
Net asset value, end of period	$ 23.49	$ 20.28	$ 16.83	$ 12.81	$ 13.04
Total Return^{A, B}	16.62%	21.52%	31.89%	(1.58)%	9.69%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of fee waivers, if any	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.09)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 22,094	$ 11,119	$ 4,775	$ 3,030	$ 2,853
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^G Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.005 per share.

Financial Highlights - Institutional Class

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 17.84	$ 13.58	$ 13.82	$ 12.57
Income from Investment Operations
Net investment income (loss)^B	.35	.29	.21	.15	.11
Net realized and unrealized gain (loss)	3.49	3.72	4.26	(.20)	1.24
Total from investment operations	3.84	4.01	4.47	(.05)	1.35
Distributions from net investment income	(.23)	(.26)	(.18)	(.15)	(.10)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.30)^G	(.29)	(.21)	(.19)	(.10)^F
Net asset value, end of period	$ 25.10	$ 21.56	$ 17.84	$ 13.58	$ 13.82
Total Return^A	17.93%	22.82%	33.17%	(.50)%	10.81%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.68%	.71%	.75%	.74%	.78%
Expenses net of fee waivers, if any	.68%	.71%	.75%	.74%	.78%
Expenses net of all reductions	.67%	.70%	.75%	.73%	.77%
Net investment income (loss)	1.52%	1.48%	1.29%	.97%	.92%
Supplemental Data
Net assets, end of period (000 omitted)	$ 33,013	$ 266,008	$ 223,854	$ 179,641	$ 34,740
Portfolio turnover rate^D	55%	55%	40%	76%	102%

^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.

^F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.005 per share.

^G Total distributions of $.30 per share is comprised of distributions from net investment income of $.231 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class Z

Years ended September 30,	2014	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 21.44
Income from Investment Operations
Net investment income (loss)^D	.40	.04
Net realized and unrealized gain (loss)	3.47	.08
Total from investment operations	3.87	.12
Distributions from net investment income	(.27)	-
Distributions from net realized gain	(.06)	-
Total distributions	(.34)^I	-
Net asset value, end of period	$ 25.09	$ 21.56
Total Return^{B, C}	18.10%	.56%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.51%	.52%^A
Expenses net of fee waivers, if any	.51%	.52%^A
Expenses net of all reductions	.51%	.50%^A
Net investment income (loss)	1.68%	1.36%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 119	$ 101
Portfolio turnover rate^F	55%	55%

^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 August 13, 2013 (commencement of sale of shares) to September 30, 2013.

^I Total distributions of $.34 per share is comprised of distributions from net investment income of $.273 and distributions from net realized gain of $.064 per share.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

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 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, 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:

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.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type	Fair Value at 09/30/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 23,372,968	Last transaction price	Transaction price	$ 4.00	Increase
		Market comparable	Discount rate	15.0%	Decrease
			EV/EBITDA multiple	8.8 - 11.6 / 10.3	Increase
			Liquidity discount	15.0%	Decrease
Convertible Preferred Stocks	$ 693,406	Market comparable	EV/Sales multiple	6.0	Increase

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 September 30, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 374,744,460
Gross unrealized depreciation	(73,651,463)
Net unrealized appreciation (depreciation) on securities	$ 301,092,997

Tax Cost	$ 1,859,659,516

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

Undistributed ordinary income	$ 18,325,476
Undistributed long-term capital gain	$ 160,205,875
Net unrealized appreciation (depreciation) on securities and other investments	$ 301,091,032

The tax character of distributions paid was as follows:

	September 30, 2014	September 30, 2013
Ordinary Income	$ 31,000,580	$ 33,253,650

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,169,847,593 and $1,420,514,903, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .42% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 473,021	$ 5,204
Class T	.25%	.25%	105,050	-
Class B	.75%	.25%	6,747	5,079
Class C	.75%	.25%	162,453	63,717
			$ 747,271	$ 74,000

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	$ 48,553
Class T	12,174
Class B*	325
Class C*	5,645
	$ 66,697

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C, Institutional Class and Class Z. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC does not receive a fee for Class O Destiny Plan accounts. FIIOC receives an asset-based fee of Class Z's average net assets. In addition, 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
Class O	$ 718,145	.04
Class A	185,016	.10
Class T	64,665	.31
Class B	2,027	.30
Class C	47,928	.30
Institutional Class	406,760	.21
Class Z	52	.05
	$ 1,424,593

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 31,941,000	.31%	$ 3,885

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,693 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $753,265, including $5,635 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,	2014	2013
From net investment income
Class O	$ 20,292,162	$ 24,897,965
Class A	1,695,781	1,798,280
Class T	135,608	150,677
Class B	-	1,909
Class C	52,602	33,936
Institutional Class	2,947,631	3,196,922
Class Z	1,273	-
Total	$ 25,125,057	$ 30,079,689

Annual Report

9. Distributions to Shareholders - continued

Years ended September 30,	2014	2013
From net realized gain
Class O	$ 4,844,120	$ 2,538,844
Class A	536,822	222,674
Class T	63,347	26,379
Class B	1,072	1,302
Class C	50,345	9,132
Institutional Class	379,516	375,630
Class Z	301	-
Total	$ 5,875,523	$ 3,173,961

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
Years ended September 30,	2014	2013 ^A	2014	2013 ^A
Class O
Shares sold	6,208,263	3,171,863	$ 147,701,200	$ 59,100,325
Reinvestment of distributions	990,107	1,407,676	22,079,128	24,161,611
Shares redeemed	(8,041,994)	(14,433,839)	(188,558,417)	(275,995,779)
Net increase (decrease)	(843,624)	(9,854,300)	$ (18,778,089)	$ (192,733,843)
Class A
Shares sold	2,532,698	1,535,917	$ 57,537,080	$ 28,726,959
Reinvestment of distributions	97,921	115,483	2,152,552	1,947,628
Shares redeemed	(1,354,861)	(1,628,774)	(31,107,890)	(30,310,462)
Net increase (decrease)	1,275,758	22,626	$ 28,581,742	$ 364,125
Class T
Shares sold	491,974	375,221	$ 11,365,600	$ 7,178,937
Reinvestment of distributions	8,484	9,922	186,233	166,859
Shares redeemed	(632,605)	(144,939)	(13,745,072)	(2,749,303)
Net increase (decrease)	(132,147)	240,204	$ (2,193,239)	$ 4,596,493
Class B
Shares sold	8,702	6,951	$ 196,288	$ 131,852
Reinvestment of distributions	41	175	1,000	2,922
Shares redeemed	(14,591)	(21,543)	(321,642)	(399,867)
Net increase (decrease)	(5,848)	(14,417)	$ (124,354)	$ (265,093)
Class C
Shares sold	583,896	337,131	$ 13,207,548	$ 6,296,211
Reinvestment of distributions	4,345	2,446	95,646	40,647
Shares redeemed	(196,005)	(75,071)	(4,414,141)	(1,370,372)
Net increase (decrease)	392,236	264,506	$ 8,889,053	$ 4,966,486
Institutional Class
Shares sold	1,125,237	730,999	$ 26,600,079	$ 14,299,680
Reinvestment of distributions	145,882	203,618	3,273,561	3,566,304
Shares redeemed	(12,293,029)	(1,145,647)	(295,317,998)	(22,433,863)
Net increase (decrease)	(11,021,910)	(211,030)	$ (265,444,358)	$ (4,567,879)
Class Z
Shares sold	-	4,664	$ -	$ 100,000
Reinvestment of distributions	69	-	1,574	-
Net increase (decrease)	69	4,664	$ 1,574	$ 100,000

^A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to September 30, 2013.

Annual Report

Notes to Financial Statements - continued

11. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 16% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Diversified Stock Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 24, 2014

Annual Report

Trustees and Officers

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 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and 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 served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. 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 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and 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 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. 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 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is 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).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was 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).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as 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.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as 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
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report

Distributions (Unaudited)

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 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 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Diversified Stock Fund

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Advisor Diversified Stock 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.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. 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. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. 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 rate ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Advisor Diversified Stock Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

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

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 (Hong Kong) Limited
Fidelity Management & Research (Japan) Inc.
Fidelity Management & Research (U.K.) 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

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

ADESI-I-UANN-1114
1.814750.109

stk485

Fidelity Advisor®

Diversified Stock Fund -

Class Z

Annual Report

September 30, 2014

(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)

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended September 30, 2014	Past 1 year	Past 5 years	Past 10 years
Class Z^A	18.10%	16.32%	8.83%

^A The initial offering of Class Z shares took place on August 13, 2013. Returns between July 12, 2005 and August 13, 2013 are those of Institutional Class. Returns prior to July 12, 2005 are those of Class O, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Diversified Stock Fund - Class Z on September 30, 2004. The chart shows how the value of an investment in the fund would have changed, and also shows how the S&P 500® Index performed over the same period. See footnote A above for additional information regarding the performance of Class Z.

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Annual Report

Management's Discussion of Fund Performance

Comments from James Morrow, Portfolio Manager of Fidelity Advisor® Diversified Stock Fund: For the year ending September 30, 2014, the fund's Class Z shares lagged the benchmark S&P 500® Index. (For specific class-level results, please refer to the performance section of this shareholder report.) Relative to the index, the fund mainly was hampered by weak security selection in the information technology and industrials sectors and by a modest cash stake that hurt results in an up market. However, the fund benefited from favorable sector allocation resulting from my bottom-up - meaning stock-by-stock - investment process. The biggest individual relative detractor was a non-index stake in Quindell, a U.K.-based company with two main businesses: auto insurance and telematics, meaning on-board vehicle hardware that generates data used in insurance pricing, among other applications. Quindell's shares plummeted beginning in April, shortly after I established the fund's position, after a firm that specializes in short-selling issued a report calling some of the firm's profits "suspect." I did not share this view, as I believed the company's cash flow should turn positive. As of period end, with the stock priced at just three times earnings, I think it has a significant margin of safety and have maintained the fund's position. Another relative detractor was chipmaker and benchmark component Intel, which was not in the fund during the period. I was surprised by the stock's 57% return during the period, given my concerns about the company's business model - especially its limited exposure to the fast-growing mobile communications space - and its relatively high level of debt. Instead, I preferred Broadcom, a semiconductor-related stock that I thought offered a much better risk/reward trade-off. Broadcom was the fund's top individual contributor for the period.

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 (April 1, 2014 to September 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio^B	Beginning Account Value April 1, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period* April 1, 2014 to September 30, 2014
Class O	.51%
Actual		$ 1,000.00	$ 1,049.70	$ 2.62
Hypothetical^A		$ 1,000.00	$ 1,022.51	$ 2.59
Class A	.82%
Actual		$ 1,000.00	$ 1,048.50	$ 4.21
Hypothetical^A		$ 1,000.00	$ 1,020.96	$ 4.15
Class T	1.28%
Actual		$ 1,000.00	$ 1,046.10	$ 6.57
Hypothetical^A		$ 1,000.00	$ 1,018.65	$ 6.48
Class B	1.77%
Actual		$ 1,000.00	$ 1,043.30	$ 9.07
Hypothetical^A		$ 1,000.00	$ 1,016.19	$ 8.95
Class C	1.76%
Actual		$ 1,000.00	$ 1,043.30	$ 9.02
Hypothetical^A		$ 1,000.00	$ 1,016.24	$ 8.90
Institutional Class	.66%
Actual		$ 1,000.00	$ 1,049.60	$ 3.39
Hypothetical^A		$ 1,000.00	$ 1,021.76	$ 3.35
Class Z	.52%
Actual		$ 1,000.00	$ 1,050.00	$ 2.67
Hypothetical^A		$ 1,000.00	$ 1,022.46	$ 2.64

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
IBM Corp.	3.0	2.9
Google, Inc. Class C	2.8	0.0
Verizon Communications, Inc.	2.6	2.3
Apple, Inc.	2.5	2.7
JPMorgan Chase & Co.	2.0	2.6
General Electric Co.	2.0	2.1
Procter & Gamble Co.	1.9	1.5
Microsoft Corp.	1.9	2.0
Comcast Corp. Class A (special) (non-vtg.)	1.9	1.7
Citigroup, Inc.	1.8	0.6
	22.4
Top Five Market Sectors as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	24.7	23.2
Financials	16.9	19.2
Energy	10.1	12.9
Health Care	9.7	10.4
Consumer Discretionary	9.7	9.1

Asset Allocation (% of fund's net assets)
As of September 30, 2014*			As of March 31, 2014**
	Stocks 96.1%			Stocks 98.3%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other 0.0%			Other 0.4%
	Short-Term Investments and Net Other Assets (Liabilities) 3.8%			Short-Term Investments and Net Other Assets (Liabilities) 1.2%
* Foreign investments		12.4%	** Foreign investments		11.9%

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Annual Report

Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value
CONSUMER DISCRETIONARY - 9.7%
Auto Components - 0.2%
Gentex Corp.	175,000		$ 4,684,750
Automobiles - 0.3%
Toyota Motor Corp. sponsored ADR	50,000		5,876,500
Hotels, Restaurants & Leisure - 2.5%
Bloomin' Brands, Inc. (a)	150,000		2,751,000
Darden Restaurants, Inc.	225,000		11,578,500
Las Vegas Sands Corp.	75,000		4,665,750
McDonald's Corp.	125,000		11,851,250
Texas Roadhouse, Inc. Class A	175,000		4,872,000
Yum! Brands, Inc.	250,000		17,995,000
			53,713,500
Internet & Catalog Retail - 0.1%
ASOS PLC (a)	62,500		2,279,742
zulily, Inc. Class A (d)	25,000		947,250
			3,226,992
Leisure Products - 0.7%
Brunswick Corp.	175,000		7,374,500
New Academy Holding Co. LLC unit (a)(e)(f)	60,000		6,707,400
			14,081,900
Media - 2.4%
Comcast Corp. Class A (special) (non-vtg.)	775,000		41,462,500
Sinclair Broadcast Group, Inc. Class A (d)	300,000		7,827,000
Smiles SA	200,000		3,170,258
			52,459,758
Multiline Retail - 1.6%
Dollar General Corp. (a)	150,000		9,166,500
Target Corp.	400,000		25,072,000
			34,238,500
Specialty Retail - 1.4%
Fast Retailing Co. Ltd.	17,500		5,856,736
Lumber Liquidators Holdings, Inc. (a)	50,000		2,869,000
PetSmart, Inc.	200,000		14,018,000
TJX Companies, Inc.	125,000		7,396,250
			30,139,986
Textiles, Apparel & Luxury Goods - 0.5%
Arezzo Industria e Comercio SA	550,000		6,561,128
Brunello Cucinelli SpA (d)	201,500		4,204,416
			10,765,544
TOTAL CONSUMER DISCRETIONARY			209,187,430
CONSUMER STAPLES - 9.3%
Beverages - 2.7%
Molson Coors Brewing Co. Class B	100,000		7,444,000

	Shares		Value
PepsiCo, Inc.	150,000		$ 13,963,500
The Coca-Cola Co.	850,000		36,261,000
			57,668,500
Food & Staples Retailing - 1.6%
CVS Caremark Corp.	300,000		23,877,000
Whole Foods Market, Inc.	275,000		10,480,250
			34,357,250
Food Products - 0.7%
Amira Nature Foods Ltd. (a)(d)	267,000		4,181,220
Kellogg Co.	175,000		10,780,000
			14,961,220
Household Products - 1.9%
Procter & Gamble Co.	500,000		41,870,000
Tobacco - 2.4%
British American Tobacco PLC sponsored ADR	120,000		13,569,600
Japan Tobacco, Inc.	300,000		9,757,009
Lorillard, Inc.	200,000		11,982,000
Philip Morris International, Inc.	200,000		16,680,000
			51,988,609
TOTAL CONSUMER STAPLES			200,845,579
ENERGY - 10.0%
Energy Equipment & Services - 2.1%
Ensco PLC Class A	300,000		12,393,000
National Oilwell Varco, Inc.	225,000		17,122,500
Noble Corp.	275,000		6,110,500
Paragon Offshore PLC (a)(d)	91,666		563,746
Schlumberger Ltd.	100,000		10,169,000
			46,358,746
Oil, Gas & Consumable Fuels - 7.9%
Amyris, Inc. (a)	638,177		2,418,691
Anadarko Petroleum Corp.	45,000		4,564,800
Apache Corp.	150,000		14,080,500
Cabot Oil & Gas Corp.	150,000		4,903,500
Cameco Corp. (d)	225,000		3,969,820
Canadian Natural Resources Ltd.	300,000		11,654,985
Chevron Corp.	300,000		35,796,000
CONSOL Energy, Inc.	475,000		17,983,500
Markwest Energy Partners LP	50,000		3,841,000
Paladin Energy Ltd. (Australia) (a)(d)	2,500,000		831,773
Peabody Energy Corp.	650,000		8,047,000
Suncor Energy, Inc.	1,075,000		38,903,299
The Williams Companies, Inc.	412,500		22,831,875
			169,826,743
TOTAL ENERGY			216,185,489
FINANCIALS - 16.9%
Banks - 6.7%
Bank of America Corp.	1,600,000		27,280,000
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	775,000		$ 40,160,500
FirstMerit Corp.	200,000		3,520,000
JPMorgan Chase & Co.	725,000		43,674,000
Standard Chartered PLC (United Kingdom)	475,000		8,782,377
Wells Fargo & Co.	425,000		22,044,750
			145,461,627
Capital Markets - 4.8%
Apollo Global Management LLC Class A	275,000		6,556,000
KKR & Co. LP	1,210,000		26,983,000
Morgan Stanley	637,500		22,038,375
State Street Corp.	250,000		18,402,500
The Blackstone Group LP	875,000		27,545,000
Uranium Participation Corp. (a)	225,000		1,012,545
			102,537,420
Diversified Financial Services - 0.4%
KKR Renaissance Co-Invest LP unit (a)(f)	50,000		8,007,000
Insurance - 3.7%
Allied World Assurance Co.	300,600		11,074,104
American International Group, Inc.	250,000		13,505,000
Brasil Insurance Participacoes e Administracao SA	1,000,000		3,268,308
MetLife, Inc.	400,000		21,488,000
The Chubb Corp.	200,000		18,216,000
The Travelers Companies, Inc.	125,000		11,742,500
			79,293,912
Thrifts & Mortgage Finance - 1.3%
Radian Group, Inc. (d)	2,000,190		28,522,709
TOTAL FINANCIALS			363,822,668
HEALTH CARE - 9.7%
Biotechnology - 1.9%
Alnylam Pharmaceuticals, Inc. (a)	40,000		3,124,000
Amgen, Inc.	175,000		24,580,500
Clovis Oncology, Inc. (a)	100,000		4,536,000
Infinity Pharmaceuticals, Inc. (a)	200,000		2,684,000
Intercept Pharmaceuticals, Inc. (a)	11,400		2,698,266
MEI Pharma, Inc. (a)	589,600		4,068,240
			41,691,006
Health Care Equipment & Supplies - 1.3%
Baxter International, Inc.	90,000		6,459,300
Boston Scientific Corp. (a)	650,000		7,676,500
Haemonetics Corp. (a)	150,000		5,238,000
Medtronic, Inc.	150,000		9,292,500
			28,666,300
Health Care Providers & Services - 2.4%
Catamaran Corp. (a)	250,000		10,529,488
China Cord Blood Corp. (a)	675,000		3,300,750

	Shares		Value
Community Health Systems, Inc. (a)	90,000		$ 4,931,100
Express Scripts Holding Co. (a)	150,000		10,594,500
HCA Holdings, Inc. (a)	70,000		4,936,400
Laboratory Corp. of America Holdings (a)	20,000		2,035,000
McKesson Corp.	40,000		7,786,800
Qualicorp SA (a)	500,000		4,947,401
Universal American Spin Corp. (a)	300,000		2,412,000
			51,473,439
Health Care Technology - 0.7%
Allscripts Healthcare Solutions, Inc. (a)	250,000		3,353,750
MedAssets, Inc. (a)	597,491		12,380,014
			15,733,764
Pharmaceuticals - 3.4%
AbbVie, Inc.	200,000		11,552,000
Actavis PLC (a)	27,500		6,635,200
Astellas Pharma, Inc.	275,000		4,094,598
GlaxoSmithKline PLC sponsored ADR	350,000		16,089,500
Jazz Pharmaceuticals PLC (a)	47,500		7,626,600
Mylan, Inc. (a)	50,000		2,274,500
Pfizer, Inc.	500,000		14,785,000
The Medicines Company (a)	150,000		3,348,000
TherapeuticsMD, Inc. (a)	625,000		2,900,000
XenoPort, Inc. (a)	600,000		3,228,000
			72,533,398
TOTAL HEALTH CARE			210,097,907
INDUSTRIALS - 9.5%
Aerospace & Defense - 1.2%
KEYW Holding Corp. (a)	23,000		254,610
The Boeing Co.	112,500		14,330,250
United Technologies Corp.	112,500		11,880,000
			26,464,860
Air Freight & Logistics - 2.2%
C.H. Robinson Worldwide, Inc.	50,000		3,316,000
Expeditors International of Washington, Inc.	150,000		6,087,000
FedEx Corp.	70,000		11,301,500
PostNL NV (a)	1,400,000		6,049,252
United Parcel Service, Inc. Class B	200,000		19,658,000
			46,411,752
Construction & Engineering - 0.5%
Balfour Beatty PLC	500,000		1,528,744
Jacobs Engineering Group, Inc. (a)	200,000		9,764,000
			11,292,744
Electrical Equipment - 0.3%
Eaton Corp. PLC	100,000		6,337,000
Industrial Conglomerates - 2.5%
Danaher Corp.	150,000		11,397,000
General Electric Co.	1,675,000		42,913,500
			54,310,500
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - 0.8%
Cummins, Inc.	25,000		$ 3,299,500
Deere & Co.	75,000		6,149,250
Valmont Industries, Inc.	50,000		6,746,500
			16,195,250
Professional Services - 0.9%
Acacia Research Corp.	640,100		9,908,748
Towers Watson & Co.	100,000		9,950,000
			19,858,748
Road & Rail - 1.0%
CSX Corp.	150,000		4,809,000
J.B. Hunt Transport Services, Inc.	50,000		3,702,500
Kansas City Southern	37,500		4,545,000
Union Pacific Corp.	87,500		9,486,750
			22,543,250
Trading Companies & Distributors - 0.1%
Now, Inc. (d)	56,250		1,710,563
TOTAL INDUSTRIALS			205,124,667
INFORMATION TECHNOLOGY - 24.7%
Communications Equipment - 3.4%
Cisco Systems, Inc.	1,525,000		38,384,250
Juniper Networks, Inc.	250,000		5,537,500
QUALCOMM, Inc.	337,500		25,234,875
Riverbed Technology, Inc. (a)	250,000		4,636,250
			73,792,875
Electronic Equipment & Components - 0.7%
Hitachi Ltd.	1,100,000		8,399,818
TE Connectivity Ltd.	100,000		5,529,000
			13,928,818
Internet Software & Services - 5.2%
Cornerstone OnDemand, Inc. (a)	125,000		4,301,250
eBay, Inc. (a)	150,000		8,494,500
Facebook, Inc. Class A (a)	150,000		11,856,000
Google, Inc. Class C (a)	105,000		60,622,800
Yahoo!, Inc. (a)	650,000		26,487,500
			111,762,050
IT Services - 6.1%
Cognizant Technology Solutions Corp. Class A (a)	187,500		8,394,375
Fidelity National Information Services, Inc.	125,000		7,037,500
IBM Corp.	345,000		65,491,347
MasterCard, Inc. Class A	175,000		12,936,000
Paychex, Inc.	337,500		14,917,500

	Shares		Value
Quindell PLC (d)	1,000,013		$ 2,354,751
Visa, Inc. Class A	100,000		21,337,000
			132,468,473
Semiconductors & Semiconductor Equipment - 2.2%
Applied Materials, Inc.	550,000		11,885,500
Broadcom Corp. Class A	900,000		36,378,000
			48,263,500
Software - 4.2%
Citrix Systems, Inc. (a)	100,000		7,134,000
Imperva, Inc. (a)	49,900		1,433,627
Microsoft Corp.	900,000		41,724,000
Nuance Communications, Inc. (a)	300,000		4,624,500
Oracle Corp.	800,000		30,624,000
ServiceNow, Inc. (a)	75,000		4,408,500
			89,948,627
Technology Hardware, Storage & Peripherals - 2.9%
Apple, Inc.	525,000		52,893,750
First Data Holdings, Inc. Class B (f)	2,164,642		8,658,568
			61,552,318
TOTAL INFORMATION TECHNOLOGY			531,716,661
MATERIALS - 2.4%
Chemicals - 1.2%
Airgas, Inc.	25,000		2,766,250
FMC Corp.	60,000		3,431,400
Monsanto Co.	75,000		8,438,250
Potash Corp. of Saskatchewan, Inc.	175,000		6,059,646
Tronox Ltd. Class A	225,000		5,861,250
Westlake Chemical Partners LP (a)	4,000		116,000
			26,672,796
Metals & Mining - 0.8%
Freeport-McMoRan, Inc.	425,000		13,876,250
U.S. Silica Holdings, Inc. (d)	65,000		4,063,150
			17,939,400
Paper & Forest Products - 0.4%
West Fraser Timber Co. Ltd.	150,000		7,332,917
TOTAL MATERIALS			51,945,113
TELECOMMUNICATION SERVICES - 2.6%
Diversified Telecommunication Services - 2.6%
Verizon Communications, Inc.	1,100,000		54,989,000
UTILITIES - 1.3%
Electric Utilities - 1.3%
Exelon Corp.	400,000		13,636,000
Southern Co.	350,000		15,277,500
			28,913,500
TOTAL COMMON STOCKS (Cost $1,770,749,059)		2,072,828,014
Convertible Preferred Stocks - 0.0%
	Shares		Value
CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc.:
Series C (a)(f)	65,160		$ 525,841
Series D (f)	20,764		167,565
(Cost $878,142)			693,406

Convertible Bonds - 0.1%
	Principal Amount
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $2,000,000)	$ 2,000,000	1,672,020

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	63,209,739		63,209,739
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	22,349,334		22,349,334
TOTAL MONEY MARKET FUNDS (Cost $85,559,073)		85,559,073
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $1,859,186,274)		2,160,752,513
NET OTHER ASSETS (LIABILITIES) - (0.2)%			(4,854,722)
NET ASSETS - 100%		$ 2,155,897,791

Legend

(a) Non-income producing

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

(e) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
First Data Holdings, Inc. Class B	6/26/14	$ 8,658,568
KKR Renaissance Co-Invest LP unit	7/25/13	$ 5,275,000
New Academy Holding Co. LLC unit	8/1/11	$ 6,324,000
NJOY, Inc. Series C	6/7/13	$ 526,688
NJOY, Inc. Series D	2/14/14	$ 351,454

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 73,264
Fidelity Securities Lending Cash Central Fund	753,265
Total	$ 826,529

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 6,666,667	$ -	$ 6,666,667	$ 1,209,863	$ -
EQTY ER Holdings, LLC	3,333,333	-	6,514,753	-	-
Total	$ 10,000,000	$ -	$ 13,181,420	$ 1,209,863	$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 209,880,836	$ 202,480,030	$ -	$ 7,400,806
Consumer Staples	200,845,579	200,845,579	-	-
Energy	216,185,489	216,185,489	-	-
Financials	363,822,668	355,815,668	-	8,007,000
Health Care	210,097,907	210,097,907	-	-
Industrials	205,124,667	205,124,667	-	-
Information Technology	531,716,661	523,058,093	-	8,658,568
Materials	51,945,113	51,945,113	-	-
Telecommunication Services	54,989,000	54,989,000	-	-
Utilities	28,913,500	28,913,500	-	-
Corporate Bonds	1,672,020	-	1,672,020	-
Money Market Funds	85,559,073	85,559,073	-	-
Total Investments in Securities:	$ 2,160,752,513	$ 2,135,014,119	$ 1,672,020	$ 24,066,374

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Beginning Balance	$ 26,049,893
Net Realized Gain (Loss) on Investment Securities	3,181,420
Net Unrealized Gain (Loss) on Investment Securities	(993,541)
Cost of Purchases	9,010,022
Proceeds of Sales	(13,181,420)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 24,066,374
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2014	$ (993,541)

Other Information

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

United States of America	87.6%
Canada	3.7%
United Kingdom	2.9%
Japan	1.6%
Ireland	1.0%
Others (Individually Less Than 1%)	3.2%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	September 30, 2014

Assets
Investment in securities, at value (including securities loaned of $21,155,815) - See accompanying schedule: Unaffiliated issuers (cost $1,773,627,201)	$ 2,075,193,440
Fidelity Central Funds (cost $85,559,073)	85,559,073
Total Investments (cost $1,859,186,274)		$ 2,160,752,513
Receivable for investments sold		34,704,016
Receivable for fund shares sold		459,651
Dividends receivable		2,615,233
Interest receivable		5,667
Distributions receivable from Fidelity Central Funds		86,234
Other receivables		77,430
Total assets		2,198,700,744

Liabilities
Payable for investments purchased	$ 18,635,073
Payable for fund shares redeemed	669,983
Accrued management fee	767,008
Distribution and service plan fees payable	72,880
Other affiliated payables	175,933
Other payables and accrued expenses	132,742
Collateral on securities loaned, at value	22,349,334
Total liabilities		42,802,953

Net Assets		$ 2,155,897,791
Net Assets consist of:
Paid in capital		$ 1,676,345,129
Undistributed net investment income		18,255,754
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		159,732,634
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		301,564,274
Net Assets		$ 2,155,897,791

Statement of Assets and Liabilities - continued

	September 30, 2014

Class O: Net Asset Value, offering price and redemption price per share ($1,866,809,909 ÷ 75,783,418 shares)		$ 24.63

Class A: Net Asset Value and redemption price per share ($209,737,184 ÷ 8,695,857 shares)		$ 24.12

Maximum offering price per share (100/94.25 of $24.12)		$ 25.59
Class T: Net Asset Value and redemption price per share ($23,443,055 ÷ 978,992 shares)		$ 23.95

Maximum offering price per share (100/96.50 of $23.95)		$ 24.82
Class B: Net Asset Value and offering price per share ($681,663 ÷ 28,686 shares)^A		$ 23.76

Class C: Net Asset Value and offering price per share ($22,093,903 ÷ 940,425 shares)^A		$ 23.49

Institutional Class: Net Asset Value, offering price and redemption price per share ($33,013,315 ÷ 1,315,210 shares)		$ 25.10

Class Z: Net Asset Value, offering price and redemption price per share ($118,762 ÷ 4,733 shares)		$ 25.09

^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 September 30, 2014

Investment Income
Dividends		$ 45,979,935
Interest (including $1,209,863 earned from other affiliated issuers)		1,269,863
Income from Fidelity Central Funds		826,529
Total income		48,076,327

Expenses
Management fee	$ 9,225,860
Transfer agent fees	1,424,593
Distribution and service plan fees	747,271
Accounting and security lending fees	669,579
Custodian fees and expenses	58,134
Independent trustees' compensation	9,448
Appreciation in deferred trustee compensation account	970
Registration fees	115,136
Audit	75,637
Legal	11,969
Interest	3,885
Miscellaneous	18,380
Total expenses before reductions	12,360,862
Expense reductions	(40,929)	12,319,933
Net investment income (loss)		35,756,394
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	314,868,761
Other affiliated issuers	3,181,420
Foreign currency transactions	(25,400)
Total net realized gain (loss)		318,024,781
Change in net unrealized appreciation (depreciation) on: Investment securities	5,059,579
Assets and liabilities in foreign currencies	(3,644)
Total change in net unrealized appreciation (depreciation)		5,055,935
Net gain (loss)		323,080,716
Net increase (decrease) in net assets resulting from operations		$ 358,837,110

Statement of Changes in Net Assets

	Year ended September 30, 2014	Year ended September 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 35,756,394	$ 32,104,549
Net realized gain (loss)	318,024,781	249,837,272
Change in net unrealized appreciation (depreciation)	5,055,935	128,824,382
Net increase (decrease) in net assets resulting from operations	358,837,110	410,766,203
Distributions to shareholders from net investment income	(25,125,057)	(30,079,689)
Distributions to shareholders from net realized gain	(5,875,523)	(3,173,961)
Total distributions	(31,000,580)	(33,253,650)
Share transactions - net increase (decrease)	(249,067,671)	(187,539,711)
Total increase (decrease) in net assets	78,768,859	189,972,842

Net Assets
Beginning of period	2,077,128,932	1,887,156,090
End of period (including undistributed net investment income of $18,255,754 and undistributed net investment income of $16,656,447, respectively)	$ 2,155,897,791	$ 2,077,128,932

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

Annual Report

Financial Highlights - Class O

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.17	$ 17.53	$ 13.33	$ 13.55	$ 12.33
Income from Investment Operations
Net investment income (loss)^C	.40	.32	.24	.18	.15
Net realized and unrealized gain (loss)	3.39	3.64	4.19	(.20)	1.21
Total from investment operations	3.79	3.96	4.43	(.02)	1.36
Distributions from net investment income	(.27)	(.29)	(.20)	(.15)	(.14)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.33)	(.32)	(.23)	(.20)^H	(.14)^G
Net asset value, end of period	$ 24.63	$ 21.17	$ 17.53	$ 13.33	$ 13.55
Total Return^{A, B}	18.08%	23.05%	33.55%	(.32)%	11.15%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.51%	.51%	.51%	.51%	.51%
Expenses net of fee waivers, if any	.51%	.51%	.51%	.51%	.51%
Expenses net of all reductions	.50%	.49%	.51%	.50%	.50%
Net investment income (loss)	1.69%	1.68%	1.53%	1.20%	1.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,866,810	$ 1,622,353	$ 1,515,727	$ 1,268,316	$ 1,458,736
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^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.

^G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

^H Total distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Financial Highlights - Class A

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.75	$ 17.18	$ 13.07	$ 13.28	$ 12.09
Income from Investment Operations
Net investment income (loss)^D	.32	.26	.19	.13	.10
Net realized and unrealized gain (loss)	3.33	3.58	4.10	(.20)	1.19
Total from investment operations	3.65	3.84	4.29	(.07)	1.29
Distributions from net investment income	(.21)	(.24)	(.15)	(.10)	(.09)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.28)^H	(.27)	(.18)	(.14)	(.10)
Net asset value, end of period	$ 24.12	$ 20.75	$ 17.18	$ 13.07	$ 13.28
Total Return^{A, B, C}	17.71%	22.73%	33.06%	(.62)%	10.70%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.81%	.82%	.84%	.86%	.88%
Expenses net of fee waivers, if any	.81%	.82%	.84%	.86%	.88%
Expenses net of all reductions	.81%	.81%	.84%	.85%	.87%
Net investment income (loss)	1.38%	1.37%	1.20%	.85%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 209,737	$ 153,940	$ 127,100	$ 98,808	$ 110,672
Portfolio turnover rate^F	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

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

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

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

^H Total distributions of $.28 per share is comprised of distributions from net investment income of $.213 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.61	$ 17.08	$ 12.99	$ 13.21	$ 12.04
Income from Investment Operations
Net investment income (loss)^C	.21	.17	.12	.06	.05
Net realized and unrealized gain (loss)	3.32	3.56	4.08	(.19)	1.18
Total from investment operations	3.53	3.73	4.20	(.13)	1.23
Distributions from net investment income	(.13)	(.17)	(.08)	(.05)	(.05)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.19)	(.20)	(.11)	(.09)	(.06)
Net asset value, end of period	$ 23.95	$ 20.61	$ 17.08	$ 12.99	$ 13.21
Total Return^{A, B}	17.21%	22.11%	32.46%	(1.05)%	10.25%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of fee waivers, if any	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of all reductions	1.27%	1.27%	1.28%	1.28%	1.29%
Net investment income (loss)	.92%	.91%	.76%	.42%	.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 23,443	$ 22,903	$ 14,874	$ 11,251	$ 12,051
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

Financial Highlights - Class B

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.41	$ 16.87	$ 12.82	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.29	3.53	4.04	(.19)	1.17
Total from investment operations	3.39	3.61	4.08	(.20)	1.16
Distributions from net investment income	-	(.04)	-^G	-	(.01)
Distributions from net realized gain	(.04)	(.03)	(.03)	(.02)	(.01)
Total distributions	(.04)	(.07)	(.03)	(.02)	(.02)
Net asset value, end of period	$ 23.76	$ 20.41	$ 16.87	$ 12.82	$ 13.04
Total Return^{A, B}	16.60%	21.52%	31.87%	(1.57)%	9.72%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of fee waivers, if any	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.10)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 682	$ 705	$ 826	$ 776	$ 1,060
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^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 C

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.28	$ 16.83	$ 12.81	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.26	3.51	4.04	(.19)	1.16
Total from investment operations	3.36	3.59	4.08	(.20)	1.15
Distributions from net investment income	(.09)	(.11)	(.03)	-	(.01)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.03)	(.01)
Total distributions	(.15)	(.14)	(.06)	(.03)	(.01)^G
Net asset value, end of period	$ 23.49	$ 20.28	$ 16.83	$ 12.81	$ 13.04
Total Return^{A, B}	16.62%	21.52%	31.89%	(1.58)%	9.69%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of fee waivers, if any	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.09)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 22,094	$ 11,119	$ 4,775	$ 3,030	$ 2,853
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^G Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.005 per share.

Financial Highlights - Institutional Class

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 17.84	$ 13.58	$ 13.82	$ 12.57
Income from Investment Operations
Net investment income (loss)^B	.35	.29	.21	.15	.11
Net realized and unrealized gain (loss)	3.49	3.72	4.26	(.20)	1.24
Total from investment operations	3.84	4.01	4.47	(.05)	1.35
Distributions from net investment income	(.23)	(.26)	(.18)	(.15)	(.10)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.30)^G	(.29)	(.21)	(.19)	(.10)^F
Net asset value, end of period	$ 25.10	$ 21.56	$ 17.84	$ 13.58	$ 13.82
Total Return^A	17.93%	22.82%	33.17%	(.50)%	10.81%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.68%	.71%	.75%	.74%	.78%
Expenses net of fee waivers, if any	.68%	.71%	.75%	.74%	.78%
Expenses net of all reductions	.67%	.70%	.75%	.73%	.77%
Net investment income (loss)	1.52%	1.48%	1.29%	.97%	.92%
Supplemental Data
Net assets, end of period (000 omitted)	$ 33,013	$ 266,008	$ 223,854	$ 179,641	$ 34,740
Portfolio turnover rate^D	55%	55%	40%	76%	102%

^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.

^F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.005 per share.

^G Total distributions of $.30 per share is comprised of distributions from net investment income of $.231 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class Z

Years ended September 30,	2014	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 21.44
Income from Investment Operations
Net investment income (loss)^D	.40	.04
Net realized and unrealized gain (loss)	3.47	.08
Total from investment operations	3.87	.12
Distributions from net investment income	(.27)	-
Distributions from net realized gain	(.06)	-
Total distributions	(.34)^I	-
Net asset value, end of period	$ 25.09	$ 21.56
Total Return^{B, C}	18.10%	.56%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.51%	.52%^A
Expenses net of fee waivers, if any	.51%	.52%^A
Expenses net of all reductions	.51%	.50%^A
Net investment income (loss)	1.68%	1.36%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 119	$ 101
Portfolio turnover rate^F	55%	55%

^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 August 13, 2013 (commencement of sale of shares) to September 30, 2013.

^I Total distributions of $.34 per share is comprised of distributions from net investment income of $.273 and distributions from net realized gain of $.064 per share.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

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 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, 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:

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.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type	Fair Value at 09/30/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 23,372,968	Last transaction price	Transaction price	$ 4.00	Increase
		Market comparable	Discount rate	15.0%	Decrease
			EV/EBITDA multiple	8.8 - 11.6 / 10.3	Increase
			Liquidity discount	15.0%	Decrease
Convertible Preferred Stocks	$ 693,406	Market comparable	EV/Sales multiple	6.0	Increase

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 September 30, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 374,744,460
Gross unrealized depreciation	(73,651,463)
Net unrealized appreciation (depreciation) on securities	$ 301,092,997

Tax Cost	$ 1,859,659,516

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

Undistributed ordinary income	$ 18,325,476
Undistributed long-term capital gain	$ 160,205,875
Net unrealized appreciation (depreciation) on securities and other investments	$ 301,091,032

The tax character of distributions paid was as follows:

	September 30, 2014	September 30, 2013
Ordinary Income	$ 31,000,580	$ 33,253,650

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,169,847,593 and $1,420,514,903, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .42% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 473,021	$ 5,204
Class T	.25%	.25%	105,050	-
Class B	.75%	.25%	6,747	5,079
Class C	.75%	.25%	162,453	63,717
			$ 747,271	$ 74,000

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	$ 48,553
Class T	12,174
Class B*	325
Class C*	5,645
	$ 66,697

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C, Institutional Class and Class Z. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC does not receive a fee for Class O Destiny Plan accounts. FIIOC receives an asset-based fee of Class Z's average net assets. In addition, 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
Class O	$ 718,145	.04
Class A	185,016	.10
Class T	64,665	.31
Class B	2,027	.30
Class C	47,928	.30
Institutional Class	406,760	.21
Class Z	52	.05
	$ 1,424,593

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 31,941,000	.31%	$ 3,885

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,693 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $753,265, including $5,635 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,	2014	2013
From net investment income
Class O	$ 20,292,162	$ 24,897,965
Class A	1,695,781	1,798,280
Class T	135,608	150,677
Class B	-	1,909
Class C	52,602	33,936
Institutional Class	2,947,631	3,196,922
Class Z	1,273	-
Total	$ 25,125,057	$ 30,079,689

Annual Report

9. Distributions to Shareholders - continued

Years ended September 30,	2014	2013
From net realized gain
Class O	$ 4,844,120	$ 2,538,844
Class A	536,822	222,674
Class T	63,347	26,379
Class B	1,072	1,302
Class C	50,345	9,132
Institutional Class	379,516	375,630
Class Z	301	-
Total	$ 5,875,523	$ 3,173,961

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
Years ended September 30,	2014	2013 ^A	2014	2013 ^A
Class O
Shares sold	6,208,263	3,171,863	$ 147,701,200	$ 59,100,325
Reinvestment of distributions	990,107	1,407,676	22,079,128	24,161,611
Shares redeemed	(8,041,994)	(14,433,839)	(188,558,417)	(275,995,779)
Net increase (decrease)	(843,624)	(9,854,300)	$ (18,778,089)	$ (192,733,843)
Class A
Shares sold	2,532,698	1,535,917	$ 57,537,080	$ 28,726,959
Reinvestment of distributions	97,921	115,483	2,152,552	1,947,628
Shares redeemed	(1,354,861)	(1,628,774)	(31,107,890)	(30,310,462)
Net increase (decrease)	1,275,758	22,626	$ 28,581,742	$ 364,125
Class T
Shares sold	491,974	375,221	$ 11,365,600	$ 7,178,937
Reinvestment of distributions	8,484	9,922	186,233	166,859
Shares redeemed	(632,605)	(144,939)	(13,745,072)	(2,749,303)
Net increase (decrease)	(132,147)	240,204	$ (2,193,239)	$ 4,596,493
Class B
Shares sold	8,702	6,951	$ 196,288	$ 131,852
Reinvestment of distributions	41	175	1,000	2,922
Shares redeemed	(14,591)	(21,543)	(321,642)	(399,867)
Net increase (decrease)	(5,848)	(14,417)	$ (124,354)	$ (265,093)
Class C
Shares sold	583,896	337,131	$ 13,207,548	$ 6,296,211
Reinvestment of distributions	4,345	2,446	95,646	40,647
Shares redeemed	(196,005)	(75,071)	(4,414,141)	(1,370,372)
Net increase (decrease)	392,236	264,506	$ 8,889,053	$ 4,966,486
Institutional Class
Shares sold	1,125,237	730,999	$ 26,600,079	$ 14,299,680
Reinvestment of distributions	145,882	203,618	3,273,561	3,566,304
Shares redeemed	(12,293,029)	(1,145,647)	(295,317,998)	(22,433,863)
Net increase (decrease)	(11,021,910)	(211,030)	$ (265,444,358)	$ (4,567,879)
Class Z
Shares sold	-	4,664	$ -	$ 100,000
Reinvestment of distributions	69	-	1,574	-
Net increase (decrease)	69	4,664	$ 1,574	$ 100,000

^A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to September 30, 2013.

Annual Report

Notes to Financial Statements - continued

11. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 16% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Diversified Stock Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 24, 2014

Annual Report

Trustees and Officers

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 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and 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 served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. 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 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and 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 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. 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 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is 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).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was 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).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as 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.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as 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
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report

Distributions (Unaudited)

Class Z designates 91% and 100% of the dividends distributed in December and September, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class Z designates 95% and 100% of each dividend distributed in December and September, respectively 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 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Diversified Stock Fund

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Advisor Diversified Stock Fund

stk571

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 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 hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. 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. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. 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 rate ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Advisor Diversified Stock Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

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

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 (Hong Kong) Limited
Fidelity Management & Research (Japan), Inc.
Fidelity Management & Research (U.K.) 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

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

ADESZ-UANN-1114
1.9584708.101

stk485

Fidelity® Destiny® Portfolios:
Fidelity Advisor®

Diversified Stock Fund -

Class A

Annual Report

September 30, 2014

(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)

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended September 30, 2014	Past 1 year	Past 5 years	Past 10 years
Class A	17.71%	16.16%	8.57%
$50/month 15-Year Plan^A	-41.14%	13.74%	8.02%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Diversified Stock Fund - Class A on September 30, 2004. 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.

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Annual Report

Management's Discussion of Fund Performance

Comments from James Morrow, Portfolio Manager of Fidelity Advisor® Diversified Stock Fund: For the year ending September 30, 2014, the fund's Class A shares gained 17.71%, trailing the benchmark S&P 500® Index. Relative to the index, the fund mainly was hampered by weak security selection in the information technology and industrials sectors and by a modest cash stake that hurt results in an up market. However, the fund benefited from favorable sector allocation resulting from my bottom-up - meaning stock-by-stock - investment process. The biggest individual relative detractor was a non-index stake in Quindell, a U.K.-based company with two main businesses: auto insurance and telematics, meaning on-board vehicle hardware that generates data used in insurance pricing, among other applications. Quindell's shares plummeted beginning in April, shortly after I established the fund's position, after a firm that specializes in short-selling issued a report calling some of the firm's profits "suspect." I did not share this view, as I believed the company's cash flow should turn positive. As of period end, with the stock priced at just three times earnings, I think it has a significant margin of safety and have maintained the fund's position. Another relative detractor was chipmaker and benchmark component Intel, which was not in the fund during the period. I was surprised by the stock's 57% return during the period, given my concerns about the company's business model - especially its limited exposure to the fast-growing mobile communications space - and its relatively high level of debt. Instead, I preferred Broadcom, a semiconductor-related stock that I thought offered a much better risk/reward trade-off. Broadcom was the fund's top individual contributor for the period.

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 (April 1, 2014 to September 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio^B	Beginning Account Value April 1, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period* April 1, 2014 to September 30, 2014
Class O	.51%
Actual		$ 1,000.00	$ 1,049.70	$ 2.62
Hypothetical^A		$ 1,000.00	$ 1,022.51	$ 2.59
Class A	.82%
Actual		$ 1,000.00	$ 1,048.50	$ 4.21
Hypothetical^A		$ 1,000.00	$ 1,020.96	$ 4.15
Class T	1.28%
Actual		$ 1,000.00	$ 1,046.10	$ 6.57
Hypothetical^A		$ 1,000.00	$ 1,018.65	$ 6.48
Class B	1.77%
Actual		$ 1,000.00	$ 1,043.30	$ 9.07
Hypothetical^A		$ 1,000.00	$ 1,016.19	$ 8.95
Class C	1.76%
Actual		$ 1,000.00	$ 1,043.30	$ 9.02
Hypothetical^A		$ 1,000.00	$ 1,016.24	$ 8.90
Institutional Class	.66%
Actual		$ 1,000.00	$ 1,049.60	$ 3.39
Hypothetical^A		$ 1,000.00	$ 1,021.76	$ 3.35
Class Z	.52%
Actual		$ 1,000.00	$ 1,050.00	$ 2.67
Hypothetical^A		$ 1,000.00	$ 1,022.46	$ 2.64

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
IBM Corp.	3.0	2.9
Google, Inc. Class C	2.8	0.0
Verizon Communications, Inc.	2.6	2.3
Apple, Inc.	2.5	2.7
JPMorgan Chase & Co.	2.0	2.6
General Electric Co.	2.0	2.1
Procter & Gamble Co.	1.9	1.5
Microsoft Corp.	1.9	2.0
Comcast Corp. Class A (special) (non-vtg.)	1.9	1.7
Citigroup, Inc.	1.8	0.6
	22.4
Top Five Market Sectors as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	24.7	23.2
Financials	16.9	19.2
Energy	10.1	12.9
Health Care	9.7	10.4
Consumer Discretionary	9.7	9.1

Asset Allocation (% of fund's net assets)
As of September 30, 2014*			As of March 31, 2014**
	Stocks 96.1%			Stocks 98.3%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other 0.0%			Other 0.4%
	Short-Term Investments and Net Other Assets (Liabilities) 3.8%			Short-Term Investments and Net Other Assets (Liabilities) 1.2%
* Foreign investments		12.4%	** Foreign investments		11.9%

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Annual Report

Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value
CONSUMER DISCRETIONARY - 9.7%
Auto Components - 0.2%
Gentex Corp.	175,000		$ 4,684,750
Automobiles - 0.3%
Toyota Motor Corp. sponsored ADR	50,000		5,876,500
Hotels, Restaurants & Leisure - 2.5%
Bloomin' Brands, Inc. (a)	150,000		2,751,000
Darden Restaurants, Inc.	225,000		11,578,500
Las Vegas Sands Corp.	75,000		4,665,750
McDonald's Corp.	125,000		11,851,250
Texas Roadhouse, Inc. Class A	175,000		4,872,000
Yum! Brands, Inc.	250,000		17,995,000
			53,713,500
Internet & Catalog Retail - 0.1%
ASOS PLC (a)	62,500		2,279,742
zulily, Inc. Class A (d)	25,000		947,250
			3,226,992
Leisure Products - 0.7%
Brunswick Corp.	175,000		7,374,500
New Academy Holding Co. LLC unit (a)(e)(f)	60,000		6,707,400
			14,081,900
Media - 2.4%
Comcast Corp. Class A (special) (non-vtg.)	775,000		41,462,500
Sinclair Broadcast Group, Inc. Class A (d)	300,000		7,827,000
Smiles SA	200,000		3,170,258
			52,459,758
Multiline Retail - 1.6%
Dollar General Corp. (a)	150,000		9,166,500
Target Corp.	400,000		25,072,000
			34,238,500
Specialty Retail - 1.4%
Fast Retailing Co. Ltd.	17,500		5,856,736
Lumber Liquidators Holdings, Inc. (a)	50,000		2,869,000
PetSmart, Inc.	200,000		14,018,000
TJX Companies, Inc.	125,000		7,396,250
			30,139,986
Textiles, Apparel & Luxury Goods - 0.5%
Arezzo Industria e Comercio SA	550,000		6,561,128
Brunello Cucinelli SpA (d)	201,500		4,204,416
			10,765,544
TOTAL CONSUMER DISCRETIONARY			209,187,430
CONSUMER STAPLES - 9.3%
Beverages - 2.7%
Molson Coors Brewing Co. Class B	100,000		7,444,000

	Shares		Value
PepsiCo, Inc.	150,000		$ 13,963,500
The Coca-Cola Co.	850,000		36,261,000
			57,668,500
Food & Staples Retailing - 1.6%
CVS Caremark Corp.	300,000		23,877,000
Whole Foods Market, Inc.	275,000		10,480,250
			34,357,250
Food Products - 0.7%
Amira Nature Foods Ltd. (a)(d)	267,000		4,181,220
Kellogg Co.	175,000		10,780,000
			14,961,220
Household Products - 1.9%
Procter & Gamble Co.	500,000		41,870,000
Tobacco - 2.4%
British American Tobacco PLC sponsored ADR	120,000		13,569,600
Japan Tobacco, Inc.	300,000		9,757,009
Lorillard, Inc.	200,000		11,982,000
Philip Morris International, Inc.	200,000		16,680,000
			51,988,609
TOTAL CONSUMER STAPLES			200,845,579
ENERGY - 10.0%
Energy Equipment & Services - 2.1%
Ensco PLC Class A	300,000		12,393,000
National Oilwell Varco, Inc.	225,000		17,122,500
Noble Corp.	275,000		6,110,500
Paragon Offshore PLC (a)(d)	91,666		563,746
Schlumberger Ltd.	100,000		10,169,000
			46,358,746
Oil, Gas & Consumable Fuels - 7.9%
Amyris, Inc. (a)	638,177		2,418,691
Anadarko Petroleum Corp.	45,000		4,564,800
Apache Corp.	150,000		14,080,500
Cabot Oil & Gas Corp.	150,000		4,903,500
Cameco Corp. (d)	225,000		3,969,820
Canadian Natural Resources Ltd.	300,000		11,654,985
Chevron Corp.	300,000		35,796,000
CONSOL Energy, Inc.	475,000		17,983,500
Markwest Energy Partners LP	50,000		3,841,000
Paladin Energy Ltd. (Australia) (a)(d)	2,500,000		831,773
Peabody Energy Corp.	650,000		8,047,000
Suncor Energy, Inc.	1,075,000		38,903,299
The Williams Companies, Inc.	412,500		22,831,875
			169,826,743
TOTAL ENERGY			216,185,489
FINANCIALS - 16.9%
Banks - 6.7%
Bank of America Corp.	1,600,000		27,280,000
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	775,000		$ 40,160,500
FirstMerit Corp.	200,000		3,520,000
JPMorgan Chase & Co.	725,000		43,674,000
Standard Chartered PLC (United Kingdom)	475,000		8,782,377
Wells Fargo & Co.	425,000		22,044,750
			145,461,627
Capital Markets - 4.8%
Apollo Global Management LLC Class A	275,000		6,556,000
KKR & Co. LP	1,210,000		26,983,000
Morgan Stanley	637,500		22,038,375
State Street Corp.	250,000		18,402,500
The Blackstone Group LP	875,000		27,545,000
Uranium Participation Corp. (a)	225,000		1,012,545
			102,537,420
Diversified Financial Services - 0.4%
KKR Renaissance Co-Invest LP unit (a)(f)	50,000		8,007,000
Insurance - 3.7%
Allied World Assurance Co.	300,600		11,074,104
American International Group, Inc.	250,000		13,505,000
Brasil Insurance Participacoes e Administracao SA	1,000,000		3,268,308
MetLife, Inc.	400,000		21,488,000
The Chubb Corp.	200,000		18,216,000
The Travelers Companies, Inc.	125,000		11,742,500
			79,293,912
Thrifts & Mortgage Finance - 1.3%
Radian Group, Inc. (d)	2,000,190		28,522,709
TOTAL FINANCIALS			363,822,668
HEALTH CARE - 9.7%
Biotechnology - 1.9%
Alnylam Pharmaceuticals, Inc. (a)	40,000		3,124,000
Amgen, Inc.	175,000		24,580,500
Clovis Oncology, Inc. (a)	100,000		4,536,000
Infinity Pharmaceuticals, Inc. (a)	200,000		2,684,000
Intercept Pharmaceuticals, Inc. (a)	11,400		2,698,266
MEI Pharma, Inc. (a)	589,600		4,068,240
			41,691,006
Health Care Equipment & Supplies - 1.3%
Baxter International, Inc.	90,000		6,459,300
Boston Scientific Corp. (a)	650,000		7,676,500
Haemonetics Corp. (a)	150,000		5,238,000
Medtronic, Inc.	150,000		9,292,500
			28,666,300
Health Care Providers & Services - 2.4%
Catamaran Corp. (a)	250,000		10,529,488
China Cord Blood Corp. (a)	675,000		3,300,750

	Shares		Value
Community Health Systems, Inc. (a)	90,000		$ 4,931,100
Express Scripts Holding Co. (a)	150,000		10,594,500
HCA Holdings, Inc. (a)	70,000		4,936,400
Laboratory Corp. of America Holdings (a)	20,000		2,035,000
McKesson Corp.	40,000		7,786,800
Qualicorp SA (a)	500,000		4,947,401
Universal American Spin Corp. (a)	300,000		2,412,000
			51,473,439
Health Care Technology - 0.7%
Allscripts Healthcare Solutions, Inc. (a)	250,000		3,353,750
MedAssets, Inc. (a)	597,491		12,380,014
			15,733,764
Pharmaceuticals - 3.4%
AbbVie, Inc.	200,000		11,552,000
Actavis PLC (a)	27,500		6,635,200
Astellas Pharma, Inc.	275,000		4,094,598
GlaxoSmithKline PLC sponsored ADR	350,000		16,089,500
Jazz Pharmaceuticals PLC (a)	47,500		7,626,600
Mylan, Inc. (a)	50,000		2,274,500
Pfizer, Inc.	500,000		14,785,000
The Medicines Company (a)	150,000		3,348,000
TherapeuticsMD, Inc. (a)	625,000		2,900,000
XenoPort, Inc. (a)	600,000		3,228,000
			72,533,398
TOTAL HEALTH CARE			210,097,907
INDUSTRIALS - 9.5%
Aerospace & Defense - 1.2%
KEYW Holding Corp. (a)	23,000		254,610
The Boeing Co.	112,500		14,330,250
United Technologies Corp.	112,500		11,880,000
			26,464,860
Air Freight & Logistics - 2.2%
C.H. Robinson Worldwide, Inc.	50,000		3,316,000
Expeditors International of Washington, Inc.	150,000		6,087,000
FedEx Corp.	70,000		11,301,500
PostNL NV (a)	1,400,000		6,049,252
United Parcel Service, Inc. Class B	200,000		19,658,000
			46,411,752
Construction & Engineering - 0.5%
Balfour Beatty PLC	500,000		1,528,744
Jacobs Engineering Group, Inc. (a)	200,000		9,764,000
			11,292,744
Electrical Equipment - 0.3%
Eaton Corp. PLC	100,000		6,337,000
Industrial Conglomerates - 2.5%
Danaher Corp.	150,000		11,397,000
General Electric Co.	1,675,000		42,913,500
			54,310,500
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - 0.8%
Cummins, Inc.	25,000		$ 3,299,500
Deere & Co.	75,000		6,149,250
Valmont Industries, Inc.	50,000		6,746,500
			16,195,250
Professional Services - 0.9%
Acacia Research Corp.	640,100		9,908,748
Towers Watson & Co.	100,000		9,950,000
			19,858,748
Road & Rail - 1.0%
CSX Corp.	150,000		4,809,000
J.B. Hunt Transport Services, Inc.	50,000		3,702,500
Kansas City Southern	37,500		4,545,000
Union Pacific Corp.	87,500		9,486,750
			22,543,250
Trading Companies & Distributors - 0.1%
Now, Inc. (d)	56,250		1,710,563
TOTAL INDUSTRIALS			205,124,667
INFORMATION TECHNOLOGY - 24.7%
Communications Equipment - 3.4%
Cisco Systems, Inc.	1,525,000		38,384,250
Juniper Networks, Inc.	250,000		5,537,500
QUALCOMM, Inc.	337,500		25,234,875
Riverbed Technology, Inc. (a)	250,000		4,636,250
			73,792,875
Electronic Equipment & Components - 0.7%
Hitachi Ltd.	1,100,000		8,399,818
TE Connectivity Ltd.	100,000		5,529,000
			13,928,818
Internet Software & Services - 5.2%
Cornerstone OnDemand, Inc. (a)	125,000		4,301,250
eBay, Inc. (a)	150,000		8,494,500
Facebook, Inc. Class A (a)	150,000		11,856,000
Google, Inc. Class C (a)	105,000		60,622,800
Yahoo!, Inc. (a)	650,000		26,487,500
			111,762,050
IT Services - 6.1%
Cognizant Technology Solutions Corp. Class A (a)	187,500		8,394,375
Fidelity National Information Services, Inc.	125,000		7,037,500
IBM Corp.	345,000		65,491,347
MasterCard, Inc. Class A	175,000		12,936,000
Paychex, Inc.	337,500		14,917,500

	Shares		Value
Quindell PLC (d)	1,000,013		$ 2,354,751
Visa, Inc. Class A	100,000		21,337,000
			132,468,473
Semiconductors & Semiconductor Equipment - 2.2%
Applied Materials, Inc.	550,000		11,885,500
Broadcom Corp. Class A	900,000		36,378,000
			48,263,500
Software - 4.2%
Citrix Systems, Inc. (a)	100,000		7,134,000
Imperva, Inc. (a)	49,900		1,433,627
Microsoft Corp.	900,000		41,724,000
Nuance Communications, Inc. (a)	300,000		4,624,500
Oracle Corp.	800,000		30,624,000
ServiceNow, Inc. (a)	75,000		4,408,500
			89,948,627
Technology Hardware, Storage & Peripherals - 2.9%
Apple, Inc.	525,000		52,893,750
First Data Holdings, Inc. Class B (f)	2,164,642		8,658,568
			61,552,318
TOTAL INFORMATION TECHNOLOGY			531,716,661
MATERIALS - 2.4%
Chemicals - 1.2%
Airgas, Inc.	25,000		2,766,250
FMC Corp.	60,000		3,431,400
Monsanto Co.	75,000		8,438,250
Potash Corp. of Saskatchewan, Inc.	175,000		6,059,646
Tronox Ltd. Class A	225,000		5,861,250
Westlake Chemical Partners LP (a)	4,000		116,000
			26,672,796
Metals & Mining - 0.8%
Freeport-McMoRan, Inc.	425,000		13,876,250
U.S. Silica Holdings, Inc. (d)	65,000		4,063,150
			17,939,400
Paper & Forest Products - 0.4%
West Fraser Timber Co. Ltd.	150,000		7,332,917
TOTAL MATERIALS			51,945,113
TELECOMMUNICATION SERVICES - 2.6%
Diversified Telecommunication Services - 2.6%
Verizon Communications, Inc.	1,100,000		54,989,000
UTILITIES - 1.3%
Electric Utilities - 1.3%
Exelon Corp.	400,000		13,636,000
Southern Co.	350,000		15,277,500
			28,913,500
TOTAL COMMON STOCKS (Cost $1,770,749,059)		2,072,828,014
Convertible Preferred Stocks - 0.0%
	Shares		Value
CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc.:
Series C (a)(f)	65,160		$ 525,841
Series D (f)	20,764		167,565
(Cost $878,142)			693,406

Convertible Bonds - 0.1%
	Principal Amount
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $2,000,000)	$ 2,000,000	1,672,020

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	63,209,739		63,209,739
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	22,349,334		22,349,334
TOTAL MONEY MARKET FUNDS (Cost $85,559,073)		85,559,073
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $1,859,186,274)		2,160,752,513
NET OTHER ASSETS (LIABILITIES) - (0.2)%			(4,854,722)
NET ASSETS - 100%		$ 2,155,897,791

Legend

(a) Non-income producing

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

(e) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
First Data Holdings, Inc. Class B	6/26/14	$ 8,658,568
KKR Renaissance Co-Invest LP unit	7/25/13	$ 5,275,000
New Academy Holding Co. LLC unit	8/1/11	$ 6,324,000
NJOY, Inc. Series C	6/7/13	$ 526,688
NJOY, Inc. Series D	2/14/14	$ 351,454

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 73,264
Fidelity Securities Lending Cash Central Fund	753,265
Total	$ 826,529

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 6,666,667	$ -	$ 6,666,667	$ 1,209,863	$ -
EQTY ER Holdings, LLC	3,333,333	-	6,514,753	-	-
Total	$ 10,000,000	$ -	$ 13,181,420	$ 1,209,863	$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 209,880,836	$ 202,480,030	$ -	$ 7,400,806
Consumer Staples	200,845,579	200,845,579	-	-
Energy	216,185,489	216,185,489	-	-
Financials	363,822,668	355,815,668	-	8,007,000
Health Care	210,097,907	210,097,907	-	-
Industrials	205,124,667	205,124,667	-	-
Information Technology	531,716,661	523,058,093	-	8,658,568
Materials	51,945,113	51,945,113	-	-
Telecommunication Services	54,989,000	54,989,000	-	-
Utilities	28,913,500	28,913,500	-	-
Corporate Bonds	1,672,020	-	1,672,020	-
Money Market Funds	85,559,073	85,559,073	-	-
Total Investments in Securities:	$ 2,160,752,513	$ 2,135,014,119	$ 1,672,020	$ 24,066,374

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Beginning Balance	$ 26,049,893
Net Realized Gain (Loss) on Investment Securities	3,181,420
Net Unrealized Gain (Loss) on Investment Securities	(993,541)
Cost of Purchases	9,010,022
Proceeds of Sales	(13,181,420)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 24,066,374
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2014	$ (993,541)

Other Information

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

United States of America	87.6%
Canada	3.7%
United Kingdom	2.9%
Japan	1.6%
Ireland	1.0%
Others (Individually Less Than 1%)	3.2%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	September 30, 2014

Assets
Investment in securities, at value (including securities loaned of $21,155,815) - See accompanying schedule: Unaffiliated issuers (cost $1,773,627,201)	$ 2,075,193,440
Fidelity Central Funds (cost $85,559,073)	85,559,073
Total Investments (cost $1,859,186,274)		$ 2,160,752,513
Receivable for investments sold		34,704,016
Receivable for fund shares sold		459,651
Dividends receivable		2,615,233
Interest receivable		5,667
Distributions receivable from Fidelity Central Funds		86,234
Other receivables		77,430
Total assets		2,198,700,744

Liabilities
Payable for investments purchased	$ 18,635,073
Payable for fund shares redeemed	669,983
Accrued management fee	767,008
Distribution and service plan fees payable	72,880
Other affiliated payables	175,933
Other payables and accrued expenses	132,742
Collateral on securities loaned, at value	22,349,334
Total liabilities		42,802,953

Net Assets		$ 2,155,897,791
Net Assets consist of:
Paid in capital		$ 1,676,345,129
Undistributed net investment income		18,255,754
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		159,732,634
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		301,564,274
Net Assets		$ 2,155,897,791

Statement of Assets and Liabilities - continued

	September 30, 2014

Class O: Net Asset Value, offering price and redemption price per share ($1,866,809,909 ÷ 75,783,418 shares)		$ 24.63

Class A: Net Asset Value and redemption price per share ($209,737,184 ÷ 8,695,857 shares)		$ 24.12

Maximum offering price per share (100/94.25 of $24.12)		$ 25.59
Class T: Net Asset Value and redemption price per share ($23,443,055 ÷ 978,992 shares)		$ 23.95

Maximum offering price per share (100/96.50 of $23.95)		$ 24.82
Class B: Net Asset Value and offering price per share ($681,663 ÷ 28,686 shares)^A		$ 23.76

Class C: Net Asset Value and offering price per share ($22,093,903 ÷ 940,425 shares)^A		$ 23.49

Institutional Class: Net Asset Value, offering price and redemption price per share ($33,013,315 ÷ 1,315,210 shares)		$ 25.10

Class Z: Net Asset Value, offering price and redemption price per share ($118,762 ÷ 4,733 shares)		$ 25.09

^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 September 30, 2014

Investment Income
Dividends		$ 45,979,935
Interest (including $1,209,863 earned from other affiliated issuers)		1,269,863
Income from Fidelity Central Funds		826,529
Total income		48,076,327

Expenses
Management fee	$ 9,225,860
Transfer agent fees	1,424,593
Distribution and service plan fees	747,271
Accounting and security lending fees	669,579
Custodian fees and expenses	58,134
Independent trustees' compensation	9,448
Appreciation in deferred trustee compensation account	970
Registration fees	115,136
Audit	75,637
Legal	11,969
Interest	3,885
Miscellaneous	18,380
Total expenses before reductions	12,360,862
Expense reductions	(40,929)	12,319,933
Net investment income (loss)		35,756,394
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	314,868,761
Other affiliated issuers	3,181,420
Foreign currency transactions	(25,400)
Total net realized gain (loss)		318,024,781
Change in net unrealized appreciation (depreciation) on: Investment securities	5,059,579
Assets and liabilities in foreign currencies	(3,644)
Total change in net unrealized appreciation (depreciation)		5,055,935
Net gain (loss)		323,080,716
Net increase (decrease) in net assets resulting from operations		$ 358,837,110

Statement of Changes in Net Assets

	Year ended September 30, 2014	Year ended September 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 35,756,394	$ 32,104,549
Net realized gain (loss)	318,024,781	249,837,272
Change in net unrealized appreciation (depreciation)	5,055,935	128,824,382
Net increase (decrease) in net assets resulting from operations	358,837,110	410,766,203
Distributions to shareholders from net investment income	(25,125,057)	(30,079,689)
Distributions to shareholders from net realized gain	(5,875,523)	(3,173,961)
Total distributions	(31,000,580)	(33,253,650)
Share transactions - net increase (decrease)	(249,067,671)	(187,539,711)
Total increase (decrease) in net assets	78,768,859	189,972,842

Net Assets
Beginning of period	2,077,128,932	1,887,156,090
End of period (including undistributed net investment income of $18,255,754 and undistributed net investment income of $16,656,447, respectively)	$ 2,155,897,791	$ 2,077,128,932

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

Annual Report

Financial Highlights - Class O

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.17	$ 17.53	$ 13.33	$ 13.55	$ 12.33
Income from Investment Operations
Net investment income (loss)^C	.40	.32	.24	.18	.15
Net realized and unrealized gain (loss)	3.39	3.64	4.19	(.20)	1.21
Total from investment operations	3.79	3.96	4.43	(.02)	1.36
Distributions from net investment income	(.27)	(.29)	(.20)	(.15)	(.14)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.33)	(.32)	(.23)	(.20)^H	(.14)^G
Net asset value, end of period	$ 24.63	$ 21.17	$ 17.53	$ 13.33	$ 13.55
Total Return^{A, B}	18.08%	23.05%	33.55%	(.32)%	11.15%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.51%	.51%	.51%	.51%	.51%
Expenses net of fee waivers, if any	.51%	.51%	.51%	.51%	.51%
Expenses net of all reductions	.50%	.49%	.51%	.50%	.50%
Net investment income (loss)	1.69%	1.68%	1.53%	1.20%	1.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,866,810	$ 1,622,353	$ 1,515,727	$ 1,268,316	$ 1,458,736
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^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.

^G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

^H Total distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Financial Highlights - Class A

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.75	$ 17.18	$ 13.07	$ 13.28	$ 12.09
Income from Investment Operations
Net investment income (loss)^D	.32	.26	.19	.13	.10
Net realized and unrealized gain (loss)	3.33	3.58	4.10	(.20)	1.19
Total from investment operations	3.65	3.84	4.29	(.07)	1.29
Distributions from net investment income	(.21)	(.24)	(.15)	(.10)	(.09)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.28)^H	(.27)	(.18)	(.14)	(.10)
Net asset value, end of period	$ 24.12	$ 20.75	$ 17.18	$ 13.07	$ 13.28
Total Return^{A, B, C}	17.71%	22.73%	33.06%	(.62)%	10.70%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.81%	.82%	.84%	.86%	.88%
Expenses net of fee waivers, if any	.81%	.82%	.84%	.86%	.88%
Expenses net of all reductions	.81%	.81%	.84%	.85%	.87%
Net investment income (loss)	1.38%	1.37%	1.20%	.85%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 209,737	$ 153,940	$ 127,100	$ 98,808	$ 110,672
Portfolio turnover rate^F	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

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

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

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

^H Total distributions of $.28 per share is comprised of distributions from net investment income of $.213 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.61	$ 17.08	$ 12.99	$ 13.21	$ 12.04
Income from Investment Operations
Net investment income (loss)^C	.21	.17	.12	.06	.05
Net realized and unrealized gain (loss)	3.32	3.56	4.08	(.19)	1.18
Total from investment operations	3.53	3.73	4.20	(.13)	1.23
Distributions from net investment income	(.13)	(.17)	(.08)	(.05)	(.05)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.19)	(.20)	(.11)	(.09)	(.06)
Net asset value, end of period	$ 23.95	$ 20.61	$ 17.08	$ 12.99	$ 13.21
Total Return^{A, B}	17.21%	22.11%	32.46%	(1.05)%	10.25%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of fee waivers, if any	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of all reductions	1.27%	1.27%	1.28%	1.28%	1.29%
Net investment income (loss)	.92%	.91%	.76%	.42%	.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 23,443	$ 22,903	$ 14,874	$ 11,251	$ 12,051
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

Financial Highlights - Class B

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.41	$ 16.87	$ 12.82	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.29	3.53	4.04	(.19)	1.17
Total from investment operations	3.39	3.61	4.08	(.20)	1.16
Distributions from net investment income	-	(.04)	-^G	-	(.01)
Distributions from net realized gain	(.04)	(.03)	(.03)	(.02)	(.01)
Total distributions	(.04)	(.07)	(.03)	(.02)	(.02)
Net asset value, end of period	$ 23.76	$ 20.41	$ 16.87	$ 12.82	$ 13.04
Total Return^{A, B}	16.60%	21.52%	31.87%	(1.57)%	9.72%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of fee waivers, if any	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.10)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 682	$ 705	$ 826	$ 776	$ 1,060
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^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 C

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.28	$ 16.83	$ 12.81	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.26	3.51	4.04	(.19)	1.16
Total from investment operations	3.36	3.59	4.08	(.20)	1.15
Distributions from net investment income	(.09)	(.11)	(.03)	-	(.01)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.03)	(.01)
Total distributions	(.15)	(.14)	(.06)	(.03)	(.01)^G
Net asset value, end of period	$ 23.49	$ 20.28	$ 16.83	$ 12.81	$ 13.04
Total Return^{A, B}	16.62%	21.52%	31.89%	(1.58)%	9.69%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of fee waivers, if any	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.09)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 22,094	$ 11,119	$ 4,775	$ 3,030	$ 2,853
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^G Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.005 per share.

Financial Highlights - Institutional Class

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 17.84	$ 13.58	$ 13.82	$ 12.57
Income from Investment Operations
Net investment income (loss)^B	.35	.29	.21	.15	.11
Net realized and unrealized gain (loss)	3.49	3.72	4.26	(.20)	1.24
Total from investment operations	3.84	4.01	4.47	(.05)	1.35
Distributions from net investment income	(.23)	(.26)	(.18)	(.15)	(.10)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.30)^G	(.29)	(.21)	(.19)	(.10)^F
Net asset value, end of period	$ 25.10	$ 21.56	$ 17.84	$ 13.58	$ 13.82
Total Return^A	17.93%	22.82%	33.17%	(.50)%	10.81%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.68%	.71%	.75%	.74%	.78%
Expenses net of fee waivers, if any	.68%	.71%	.75%	.74%	.78%
Expenses net of all reductions	.67%	.70%	.75%	.73%	.77%
Net investment income (loss)	1.52%	1.48%	1.29%	.97%	.92%
Supplemental Data
Net assets, end of period (000 omitted)	$ 33,013	$ 266,008	$ 223,854	$ 179,641	$ 34,740
Portfolio turnover rate^D	55%	55%	40%	76%	102%

^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.

^F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.005 per share.

^G Total distributions of $.30 per share is comprised of distributions from net investment income of $.231 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class Z

Years ended September 30,	2014	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 21.44
Income from Investment Operations
Net investment income (loss)^D	.40	.04
Net realized and unrealized gain (loss)	3.47	.08
Total from investment operations	3.87	.12
Distributions from net investment income	(.27)	-
Distributions from net realized gain	(.06)	-
Total distributions	(.34)^I	-
Net asset value, end of period	$ 25.09	$ 21.56
Total Return^{B, C}	18.10%	.56%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.51%	.52%^A
Expenses net of fee waivers, if any	.51%	.52%^A
Expenses net of all reductions	.51%	.50%^A
Net investment income (loss)	1.68%	1.36%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 119	$ 101
Portfolio turnover rate^F	55%	55%

^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 August 13, 2013 (commencement of sale of shares) to September 30, 2013.

^I Total distributions of $.34 per share is comprised of distributions from net investment income of $.273 and distributions from net realized gain of $.064 per share.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

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 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, 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:

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.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type	Fair Value at 09/30/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 23,372,968	Last transaction price	Transaction price	$ 4.00	Increase
		Market comparable	Discount rate	15.0%	Decrease
			EV/EBITDA multiple	8.8 - 11.6 / 10.3	Increase
			Liquidity discount	15.0%	Decrease
Convertible Preferred Stocks	$ 693,406	Market comparable	EV/Sales multiple	6.0	Increase

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 September 30, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 374,744,460
Gross unrealized depreciation	(73,651,463)
Net unrealized appreciation (depreciation) on securities	$ 301,092,997

Tax Cost	$ 1,859,659,516

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

Undistributed ordinary income	$ 18,325,476
Undistributed long-term capital gain	$ 160,205,875
Net unrealized appreciation (depreciation) on securities and other investments	$ 301,091,032

The tax character of distributions paid was as follows:

	September 30, 2014	September 30, 2013
Ordinary Income	$ 31,000,580	$ 33,253,650

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,169,847,593 and $1,420,514,903, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .42% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 473,021	$ 5,204
Class T	.25%	.25%	105,050	-
Class B	.75%	.25%	6,747	5,079
Class C	.75%	.25%	162,453	63,717
			$ 747,271	$ 74,000

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	$ 48,553
Class T	12,174
Class B*	325
Class C*	5,645
	$ 66,697

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C, Institutional Class and Class Z. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC does not receive a fee for Class O Destiny Plan accounts. FIIOC receives an asset-based fee of Class Z's average net assets. In addition, 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
Class O	$ 718,145	.04
Class A	185,016	.10
Class T	64,665	.31
Class B	2,027	.30
Class C	47,928	.30
Institutional Class	406,760	.21
Class Z	52	.05
	$ 1,424,593

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 31,941,000	.31%	$ 3,885

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,693 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $753,265, including $5,635 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,	2014	2013
From net investment income
Class O	$ 20,292,162	$ 24,897,965
Class A	1,695,781	1,798,280
Class T	135,608	150,677
Class B	-	1,909
Class C	52,602	33,936
Institutional Class	2,947,631	3,196,922
Class Z	1,273	-
Total	$ 25,125,057	$ 30,079,689

Annual Report

9. Distributions to Shareholders - continued

Years ended September 30,	2014	2013
From net realized gain
Class O	$ 4,844,120	$ 2,538,844
Class A	536,822	222,674
Class T	63,347	26,379
Class B	1,072	1,302
Class C	50,345	9,132
Institutional Class	379,516	375,630
Class Z	301	-
Total	$ 5,875,523	$ 3,173,961

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
Years ended September 30,	2014	2013 ^A	2014	2013 ^A
Class O
Shares sold	6,208,263	3,171,863	$ 147,701,200	$ 59,100,325
Reinvestment of distributions	990,107	1,407,676	22,079,128	24,161,611
Shares redeemed	(8,041,994)	(14,433,839)	(188,558,417)	(275,995,779)
Net increase (decrease)	(843,624)	(9,854,300)	$ (18,778,089)	$ (192,733,843)
Class A
Shares sold	2,532,698	1,535,917	$ 57,537,080	$ 28,726,959
Reinvestment of distributions	97,921	115,483	2,152,552	1,947,628
Shares redeemed	(1,354,861)	(1,628,774)	(31,107,890)	(30,310,462)
Net increase (decrease)	1,275,758	22,626	$ 28,581,742	$ 364,125
Class T
Shares sold	491,974	375,221	$ 11,365,600	$ 7,178,937
Reinvestment of distributions	8,484	9,922	186,233	166,859
Shares redeemed	(632,605)	(144,939)	(13,745,072)	(2,749,303)
Net increase (decrease)	(132,147)	240,204	$ (2,193,239)	$ 4,596,493
Class B
Shares sold	8,702	6,951	$ 196,288	$ 131,852
Reinvestment of distributions	41	175	1,000	2,922
Shares redeemed	(14,591)	(21,543)	(321,642)	(399,867)
Net increase (decrease)	(5,848)	(14,417)	$ (124,354)	$ (265,093)
Class C
Shares sold	583,896	337,131	$ 13,207,548	$ 6,296,211
Reinvestment of distributions	4,345	2,446	95,646	40,647
Shares redeemed	(196,005)	(75,071)	(4,414,141)	(1,370,372)
Net increase (decrease)	392,236	264,506	$ 8,889,053	$ 4,966,486
Institutional Class
Shares sold	1,125,237	730,999	$ 26,600,079	$ 14,299,680
Reinvestment of distributions	145,882	203,618	3,273,561	3,566,304
Shares redeemed	(12,293,029)	(1,145,647)	(295,317,998)	(22,433,863)
Net increase (decrease)	(11,021,910)	(211,030)	$ (265,444,358)	$ (4,567,879)
Class Z
Shares sold	-	4,664	$ -	$ 100,000
Reinvestment of distributions	69	-	1,574	-
Net increase (decrease)	69	4,664	$ 1,574	$ 100,000

^A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to September 30, 2013.

Annual Report

Notes to Financial Statements - continued

11. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 16% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Diversified Stock Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 24, 2014

Annual Report

Trustees and Officers

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 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and 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 served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. 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 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and 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 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. 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 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is 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).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was 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).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as 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.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as 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
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report

Distributions (Unaudited)

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

Class A 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 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Diversified Stock Fund

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Advisor Diversified Stock 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.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. 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. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. 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 rate ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Advisor Diversified Stock Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

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

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

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

DESIN-UANN-1114
1.837886.108

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Fidelity® Destiny® Portfolios:
Fidelity Advisor®

Diversified Stock Fund -

Class O

Annual Report

September 30, 2014

(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)

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended September 30, 2014	Past 1 year	Past 5 years	Past 10 years
Class O	18.08%	16.54%	9.01%
$50/month 15-Year Plan^A	-43.56%	12.34%	7.59%

^AThe figures provided for a "$50/month 15-year Plan" illustrate the class' performance adjusted to reflect custodian fees and sales charges assessed by the Plans. The maximum creation and sales charges for the Plan is 50% of the first 12 investments in the Plan, and 5.7% on each subsequent investment thereafter, and a Custodian Fee of up to $1.50 per investment. Actual fees and charges will vary by Plan and investment amount. The illustration assumes an initial investment at the beginning of each period shown and does not reflect what investors would have earned had they made regular monthly investments over the period. Investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Diversified Stock Fund - Class O on September 30, 2004. 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.

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Annual Report

Management's Discussion of Fund Performance

Comments from James Morrow, Portfolio Manager of Fidelity Advisor® Diversified Stock Fund: For the year ending September 30, 2014, the fund's Class O shares gained 18.08%, trailing the benchmark S&P 500® Index. Relative to the index, the fund mainly was hampered by weak security selection in the information technology and industrials sectors and by a modest cash stake that hurt results in an up market. However, the fund benefited from favorable sector allocation resulting from my bottom-up - meaning stock-by-stock - investment process. The biggest individual detractor was a non-index stake in Quindell, a U.K.-based company with two main businesses: auto insurance and telematics, meaning on-board vehicle hardware that generates data used in insurance pricing, among other applications. Quindell's shares plummeted beginning in April, shortly after I established the fund's position, after a firm that specializes in short-selling issued a report calling some of the firm's profits "suspect." I did not share this view, as I believed the company's cash flow should turn positive. As of period end, with the stock priced at just three times earnings, I think it has a significant margin of safety and have maintained the fund's position. Another relative detractor was chipmaker and benchmark component Intel, which was not in the fund during the period. I was surprised by the stock's 57% return during the period, given my concerns about the company's business model - especially its limited exposure to the fast-growing mobile communications space - and its relatively high level of debt. Instead, I preferred Broadcom, a semiconductor-related stock that I thought offered a much better risk/reward trade-off. Broadcom was the fund's top individual contributor for the period.

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 (April 1, 2014 to September 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio^B	Beginning Account Value April 1, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period* April 1, 2014 to September 30, 2014
Class O	.51%
Actual		$ 1,000.00	$ 1,049.70	$ 2.62
Hypothetical^A		$ 1,000.00	$ 1,022.51	$ 2.59
Class A	.82%
Actual		$ 1,000.00	$ 1,048.50	$ 4.21
Hypothetical^A		$ 1,000.00	$ 1,020.96	$ 4.15
Class T	1.28%
Actual		$ 1,000.00	$ 1,046.10	$ 6.57
Hypothetical^A		$ 1,000.00	$ 1,018.65	$ 6.48
Class B	1.77%
Actual		$ 1,000.00	$ 1,043.30	$ 9.07
Hypothetical^A		$ 1,000.00	$ 1,016.19	$ 8.95
Class C	1.76%
Actual		$ 1,000.00	$ 1,043.30	$ 9.02
Hypothetical^A		$ 1,000.00	$ 1,016.24	$ 8.90
Institutional Class	.66%
Actual		$ 1,000.00	$ 1,049.60	$ 3.39
Hypothetical^A		$ 1,000.00	$ 1,021.76	$ 3.35
Class Z	.52%
Actual		$ 1,000.00	$ 1,050.00	$ 2.67
Hypothetical^A		$ 1,000.00	$ 1,022.46	$ 2.64

^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 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
IBM Corp.	3.0	2.9
Google, Inc. Class C	2.8	0.0
Verizon Communications, Inc.	2.6	2.3
Apple, Inc.	2.5	2.7
JPMorgan Chase & Co.	2.0	2.6
General Electric Co.	2.0	2.1
Procter & Gamble Co.	1.9	1.5
Microsoft Corp.	1.9	2.0
Comcast Corp. Class A (special) (non-vtg.)	1.9	1.7
Citigroup, Inc.	1.8	0.6
	22.4
Top Five Market Sectors as of September 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	24.7	23.2
Financials	16.9	19.2
Energy	10.1	12.9
Health Care	9.7	10.4
Consumer Discretionary	9.7	9.1

Asset Allocation (% of fund's net assets)
As of September 30, 2014*			As of March 31, 2014**
	Stocks 96.1%			Stocks 98.3%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other 0.0%			Other 0.4%
	Short-Term Investments and Net Other Assets (Liabilities) 3.8%			Short-Term Investments and Net Other Assets (Liabilities) 1.2%
* Foreign investments		12.4%	** Foreign investments		11.9%

stk627

Annual Report

Investments September 30, 2014

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value
CONSUMER DISCRETIONARY - 9.7%
Auto Components - 0.2%
Gentex Corp.	175,000		$ 4,684,750
Automobiles - 0.3%
Toyota Motor Corp. sponsored ADR	50,000		5,876,500
Hotels, Restaurants & Leisure - 2.5%
Bloomin' Brands, Inc. (a)	150,000		2,751,000
Darden Restaurants, Inc.	225,000		11,578,500
Las Vegas Sands Corp.	75,000		4,665,750
McDonald's Corp.	125,000		11,851,250
Texas Roadhouse, Inc. Class A	175,000		4,872,000
Yum! Brands, Inc.	250,000		17,995,000
			53,713,500
Internet & Catalog Retail - 0.1%
ASOS PLC (a)	62,500		2,279,742
zulily, Inc. Class A (d)	25,000		947,250
			3,226,992
Leisure Products - 0.7%
Brunswick Corp.	175,000		7,374,500
New Academy Holding Co. LLC unit (a)(e)(f)	60,000		6,707,400
			14,081,900
Media - 2.4%
Comcast Corp. Class A (special) (non-vtg.)	775,000		41,462,500
Sinclair Broadcast Group, Inc. Class A (d)	300,000		7,827,000
Smiles SA	200,000		3,170,258
			52,459,758
Multiline Retail - 1.6%
Dollar General Corp. (a)	150,000		9,166,500
Target Corp.	400,000		25,072,000
			34,238,500
Specialty Retail - 1.4%
Fast Retailing Co. Ltd.	17,500		5,856,736
Lumber Liquidators Holdings, Inc. (a)	50,000		2,869,000
PetSmart, Inc.	200,000		14,018,000
TJX Companies, Inc.	125,000		7,396,250
			30,139,986
Textiles, Apparel & Luxury Goods - 0.5%
Arezzo Industria e Comercio SA	550,000		6,561,128
Brunello Cucinelli SpA (d)	201,500		4,204,416
			10,765,544
TOTAL CONSUMER DISCRETIONARY			209,187,430
CONSUMER STAPLES - 9.3%
Beverages - 2.7%
Molson Coors Brewing Co. Class B	100,000		7,444,000

	Shares		Value
PepsiCo, Inc.	150,000		$ 13,963,500
The Coca-Cola Co.	850,000		36,261,000
			57,668,500
Food & Staples Retailing - 1.6%
CVS Caremark Corp.	300,000		23,877,000
Whole Foods Market, Inc.	275,000		10,480,250
			34,357,250
Food Products - 0.7%
Amira Nature Foods Ltd. (a)(d)	267,000		4,181,220
Kellogg Co.	175,000		10,780,000
			14,961,220
Household Products - 1.9%
Procter & Gamble Co.	500,000		41,870,000
Tobacco - 2.4%
British American Tobacco PLC sponsored ADR	120,000		13,569,600
Japan Tobacco, Inc.	300,000		9,757,009
Lorillard, Inc.	200,000		11,982,000
Philip Morris International, Inc.	200,000		16,680,000
			51,988,609
TOTAL CONSUMER STAPLES			200,845,579
ENERGY - 10.0%
Energy Equipment & Services - 2.1%
Ensco PLC Class A	300,000		12,393,000
National Oilwell Varco, Inc.	225,000		17,122,500
Noble Corp.	275,000		6,110,500
Paragon Offshore PLC (a)(d)	91,666		563,746
Schlumberger Ltd.	100,000		10,169,000
			46,358,746
Oil, Gas & Consumable Fuels - 7.9%
Amyris, Inc. (a)	638,177		2,418,691
Anadarko Petroleum Corp.	45,000		4,564,800
Apache Corp.	150,000		14,080,500
Cabot Oil & Gas Corp.	150,000		4,903,500
Cameco Corp. (d)	225,000		3,969,820
Canadian Natural Resources Ltd.	300,000		11,654,985
Chevron Corp.	300,000		35,796,000
CONSOL Energy, Inc.	475,000		17,983,500
Markwest Energy Partners LP	50,000		3,841,000
Paladin Energy Ltd. (Australia) (a)(d)	2,500,000		831,773
Peabody Energy Corp.	650,000		8,047,000
Suncor Energy, Inc.	1,075,000		38,903,299
The Williams Companies, Inc.	412,500		22,831,875
			169,826,743
TOTAL ENERGY			216,185,489
FINANCIALS - 16.9%
Banks - 6.7%
Bank of America Corp.	1,600,000		27,280,000
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	775,000		$ 40,160,500
FirstMerit Corp.	200,000		3,520,000
JPMorgan Chase & Co.	725,000		43,674,000
Standard Chartered PLC (United Kingdom)	475,000		8,782,377
Wells Fargo & Co.	425,000		22,044,750
			145,461,627
Capital Markets - 4.8%
Apollo Global Management LLC Class A	275,000		6,556,000
KKR & Co. LP	1,210,000		26,983,000
Morgan Stanley	637,500		22,038,375
State Street Corp.	250,000		18,402,500
The Blackstone Group LP	875,000		27,545,000
Uranium Participation Corp. (a)	225,000		1,012,545
			102,537,420
Diversified Financial Services - 0.4%
KKR Renaissance Co-Invest LP unit (a)(f)	50,000		8,007,000
Insurance - 3.7%
Allied World Assurance Co.	300,600		11,074,104
American International Group, Inc.	250,000		13,505,000
Brasil Insurance Participacoes e Administracao SA	1,000,000		3,268,308
MetLife, Inc.	400,000		21,488,000
The Chubb Corp.	200,000		18,216,000
The Travelers Companies, Inc.	125,000		11,742,500
			79,293,912
Thrifts & Mortgage Finance - 1.3%
Radian Group, Inc. (d)	2,000,190		28,522,709
TOTAL FINANCIALS			363,822,668
HEALTH CARE - 9.7%
Biotechnology - 1.9%
Alnylam Pharmaceuticals, Inc. (a)	40,000		3,124,000
Amgen, Inc.	175,000		24,580,500
Clovis Oncology, Inc. (a)	100,000		4,536,000
Infinity Pharmaceuticals, Inc. (a)	200,000		2,684,000
Intercept Pharmaceuticals, Inc. (a)	11,400		2,698,266
MEI Pharma, Inc. (a)	589,600		4,068,240
			41,691,006
Health Care Equipment & Supplies - 1.3%
Baxter International, Inc.	90,000		6,459,300
Boston Scientific Corp. (a)	650,000		7,676,500
Haemonetics Corp. (a)	150,000		5,238,000
Medtronic, Inc.	150,000		9,292,500
			28,666,300
Health Care Providers & Services - 2.4%
Catamaran Corp. (a)	250,000		10,529,488
China Cord Blood Corp. (a)	675,000		3,300,750

	Shares		Value
Community Health Systems, Inc. (a)	90,000		$ 4,931,100
Express Scripts Holding Co. (a)	150,000		10,594,500
HCA Holdings, Inc. (a)	70,000		4,936,400
Laboratory Corp. of America Holdings (a)	20,000		2,035,000
McKesson Corp.	40,000		7,786,800
Qualicorp SA (a)	500,000		4,947,401
Universal American Spin Corp. (a)	300,000		2,412,000
			51,473,439
Health Care Technology - 0.7%
Allscripts Healthcare Solutions, Inc. (a)	250,000		3,353,750
MedAssets, Inc. (a)	597,491		12,380,014
			15,733,764
Pharmaceuticals - 3.4%
AbbVie, Inc.	200,000		11,552,000
Actavis PLC (a)	27,500		6,635,200
Astellas Pharma, Inc.	275,000		4,094,598
GlaxoSmithKline PLC sponsored ADR	350,000		16,089,500
Jazz Pharmaceuticals PLC (a)	47,500		7,626,600
Mylan, Inc. (a)	50,000		2,274,500
Pfizer, Inc.	500,000		14,785,000
The Medicines Company (a)	150,000		3,348,000
TherapeuticsMD, Inc. (a)	625,000		2,900,000
XenoPort, Inc. (a)	600,000		3,228,000
			72,533,398
TOTAL HEALTH CARE			210,097,907
INDUSTRIALS - 9.5%
Aerospace & Defense - 1.2%
KEYW Holding Corp. (a)	23,000		254,610
The Boeing Co.	112,500		14,330,250
United Technologies Corp.	112,500		11,880,000
			26,464,860
Air Freight & Logistics - 2.2%
C.H. Robinson Worldwide, Inc.	50,000		3,316,000
Expeditors International of Washington, Inc.	150,000		6,087,000
FedEx Corp.	70,000		11,301,500
PostNL NV (a)	1,400,000		6,049,252
United Parcel Service, Inc. Class B	200,000		19,658,000
			46,411,752
Construction & Engineering - 0.5%
Balfour Beatty PLC	500,000		1,528,744
Jacobs Engineering Group, Inc. (a)	200,000		9,764,000
			11,292,744
Electrical Equipment - 0.3%
Eaton Corp. PLC	100,000		6,337,000
Industrial Conglomerates - 2.5%
Danaher Corp.	150,000		11,397,000
General Electric Co.	1,675,000		42,913,500
			54,310,500
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - 0.8%
Cummins, Inc.	25,000		$ 3,299,500
Deere & Co.	75,000		6,149,250
Valmont Industries, Inc.	50,000		6,746,500
			16,195,250
Professional Services - 0.9%
Acacia Research Corp.	640,100		9,908,748
Towers Watson & Co.	100,000		9,950,000
			19,858,748
Road & Rail - 1.0%
CSX Corp.	150,000		4,809,000
J.B. Hunt Transport Services, Inc.	50,000		3,702,500
Kansas City Southern	37,500		4,545,000
Union Pacific Corp.	87,500		9,486,750
			22,543,250
Trading Companies & Distributors - 0.1%
Now, Inc. (d)	56,250		1,710,563
TOTAL INDUSTRIALS			205,124,667
INFORMATION TECHNOLOGY - 24.7%
Communications Equipment - 3.4%
Cisco Systems, Inc.	1,525,000		38,384,250
Juniper Networks, Inc.	250,000		5,537,500
QUALCOMM, Inc.	337,500		25,234,875
Riverbed Technology, Inc. (a)	250,000		4,636,250
			73,792,875
Electronic Equipment & Components - 0.7%
Hitachi Ltd.	1,100,000		8,399,818
TE Connectivity Ltd.	100,000		5,529,000
			13,928,818
Internet Software & Services - 5.2%
Cornerstone OnDemand, Inc. (a)	125,000		4,301,250
eBay, Inc. (a)	150,000		8,494,500
Facebook, Inc. Class A (a)	150,000		11,856,000
Google, Inc. Class C (a)	105,000		60,622,800
Yahoo!, Inc. (a)	650,000		26,487,500
			111,762,050
IT Services - 6.1%
Cognizant Technology Solutions Corp. Class A (a)	187,500		8,394,375
Fidelity National Information Services, Inc.	125,000		7,037,500
IBM Corp.	345,000		65,491,347
MasterCard, Inc. Class A	175,000		12,936,000
Paychex, Inc.	337,500		14,917,500

	Shares		Value
Quindell PLC (d)	1,000,013		$ 2,354,751
Visa, Inc. Class A	100,000		21,337,000
			132,468,473
Semiconductors & Semiconductor Equipment - 2.2%
Applied Materials, Inc.	550,000		11,885,500
Broadcom Corp. Class A	900,000		36,378,000
			48,263,500
Software - 4.2%
Citrix Systems, Inc. (a)	100,000		7,134,000
Imperva, Inc. (a)	49,900		1,433,627
Microsoft Corp.	900,000		41,724,000
Nuance Communications, Inc. (a)	300,000		4,624,500
Oracle Corp.	800,000		30,624,000
ServiceNow, Inc. (a)	75,000		4,408,500
			89,948,627
Technology Hardware, Storage & Peripherals - 2.9%
Apple, Inc.	525,000		52,893,750
First Data Holdings, Inc. Class B (f)	2,164,642		8,658,568
			61,552,318
TOTAL INFORMATION TECHNOLOGY			531,716,661
MATERIALS - 2.4%
Chemicals - 1.2%
Airgas, Inc.	25,000		2,766,250
FMC Corp.	60,000		3,431,400
Monsanto Co.	75,000		8,438,250
Potash Corp. of Saskatchewan, Inc.	175,000		6,059,646
Tronox Ltd. Class A	225,000		5,861,250
Westlake Chemical Partners LP (a)	4,000		116,000
			26,672,796
Metals & Mining - 0.8%
Freeport-McMoRan, Inc.	425,000		13,876,250
U.S. Silica Holdings, Inc. (d)	65,000		4,063,150
			17,939,400
Paper & Forest Products - 0.4%
West Fraser Timber Co. Ltd.	150,000		7,332,917
TOTAL MATERIALS			51,945,113
TELECOMMUNICATION SERVICES - 2.6%
Diversified Telecommunication Services - 2.6%
Verizon Communications, Inc.	1,100,000		54,989,000
UTILITIES - 1.3%
Electric Utilities - 1.3%
Exelon Corp.	400,000		13,636,000
Southern Co.	350,000		15,277,500
			28,913,500
TOTAL COMMON STOCKS (Cost $1,770,749,059)		2,072,828,014
Convertible Preferred Stocks - 0.0%
	Shares		Value
CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc.:
Series C (a)(f)	65,160		$ 525,841
Series D (f)	20,764		167,565
(Cost $878,142)			693,406

Convertible Bonds - 0.1%
	Principal Amount
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $2,000,000)	$ 2,000,000	1,672,020

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	63,209,739		63,209,739
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	22,349,334		22,349,334
TOTAL MONEY MARKET FUNDS (Cost $85,559,073)		85,559,073
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $1,859,186,274)		2,160,752,513
NET OTHER ASSETS (LIABILITIES) - (0.2)%			(4,854,722)
NET ASSETS - 100%		$ 2,155,897,791

Legend

(a) Non-income producing

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

(e) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
First Data Holdings, Inc. Class B	6/26/14	$ 8,658,568
KKR Renaissance Co-Invest LP unit	7/25/13	$ 5,275,000
New Academy Holding Co. LLC unit	8/1/11	$ 6,324,000
NJOY, Inc. Series C	6/7/13	$ 526,688
NJOY, Inc. Series D	2/14/14	$ 351,454

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 73,264
Fidelity Securities Lending Cash Central Fund	753,265
Total	$ 826,529

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 6,666,667	$ -	$ 6,666,667	$ 1,209,863	$ -
EQTY ER Holdings, LLC	3,333,333	-	6,514,753	-	-
Total	$ 10,000,000	$ -	$ 13,181,420	$ 1,209,863	$ -

Other Information

The following is a summary of the inputs used, as of September 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 209,880,836	$ 202,480,030	$ -	$ 7,400,806
Consumer Staples	200,845,579	200,845,579	-	-
Energy	216,185,489	216,185,489	-	-
Financials	363,822,668	355,815,668	-	8,007,000
Health Care	210,097,907	210,097,907	-	-
Industrials	205,124,667	205,124,667	-	-
Information Technology	531,716,661	523,058,093	-	8,658,568
Materials	51,945,113	51,945,113	-	-
Telecommunication Services	54,989,000	54,989,000	-	-
Utilities	28,913,500	28,913,500	-	-
Corporate Bonds	1,672,020	-	1,672,020	-
Money Market Funds	85,559,073	85,559,073	-	-
Total Investments in Securities:	$ 2,160,752,513	$ 2,135,014,119	$ 1,672,020	$ 24,066,374

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Beginning Balance	$ 26,049,893
Net Realized Gain (Loss) on Investment Securities	3,181,420
Net Unrealized Gain (Loss) on Investment Securities	(993,541)
Cost of Purchases	9,010,022
Proceeds of Sales	(13,181,420)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 24,066,374
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at September 30, 2014	$ (993,541)

Other Information

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

United States of America	87.6%
Canada	3.7%
United Kingdom	2.9%
Japan	1.6%
Ireland	1.0%
Others (Individually Less Than 1%)	3.2%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	September 30, 2014

Assets
Investment in securities, at value (including securities loaned of $21,155,815) - See accompanying schedule: Unaffiliated issuers (cost $1,773,627,201)	$ 2,075,193,440
Fidelity Central Funds (cost $85,559,073)	85,559,073
Total Investments (cost $1,859,186,274)		$ 2,160,752,513
Receivable for investments sold		34,704,016
Receivable for fund shares sold		459,651
Dividends receivable		2,615,233
Interest receivable		5,667
Distributions receivable from Fidelity Central Funds		86,234
Other receivables		77,430
Total assets		2,198,700,744

Liabilities
Payable for investments purchased	$ 18,635,073
Payable for fund shares redeemed	669,983
Accrued management fee	767,008
Distribution and service plan fees payable	72,880
Other affiliated payables	175,933
Other payables and accrued expenses	132,742
Collateral on securities loaned, at value	22,349,334
Total liabilities		42,802,953

Net Assets		$ 2,155,897,791
Net Assets consist of:
Paid in capital		$ 1,676,345,129
Undistributed net investment income		18,255,754
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		159,732,634
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		301,564,274
Net Assets		$ 2,155,897,791

Statement of Assets and Liabilities - continued

	September 30, 2014

Class O: Net Asset Value, offering price and redemption price per share ($1,866,809,909 ÷ 75,783,418 shares)		$ 24.63

Class A: Net Asset Value and redemption price per share ($209,737,184 ÷ 8,695,857 shares)		$ 24.12

Maximum offering price per share (100/94.25 of $24.12)		$ 25.59
Class T: Net Asset Value and redemption price per share ($23,443,055 ÷ 978,992 shares)		$ 23.95

Maximum offering price per share (100/96.50 of $23.95)		$ 24.82
Class B: Net Asset Value and offering price per share ($681,663 ÷ 28,686 shares)^A		$ 23.76

Class C: Net Asset Value and offering price per share ($22,093,903 ÷ 940,425 shares)^A		$ 23.49

Institutional Class: Net Asset Value, offering price and redemption price per share ($33,013,315 ÷ 1,315,210 shares)		$ 25.10

Class Z: Net Asset Value, offering price and redemption price per share ($118,762 ÷ 4,733 shares)		$ 25.09

^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 September 30, 2014

Investment Income
Dividends		$ 45,979,935
Interest (including $1,209,863 earned from other affiliated issuers)		1,269,863
Income from Fidelity Central Funds		826,529
Total income		48,076,327

Expenses
Management fee	$ 9,225,860
Transfer agent fees	1,424,593
Distribution and service plan fees	747,271
Accounting and security lending fees	669,579
Custodian fees and expenses	58,134
Independent trustees' compensation	9,448
Appreciation in deferred trustee compensation account	970
Registration fees	115,136
Audit	75,637
Legal	11,969
Interest	3,885
Miscellaneous	18,380
Total expenses before reductions	12,360,862
Expense reductions	(40,929)	12,319,933
Net investment income (loss)		35,756,394
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	314,868,761
Other affiliated issuers	3,181,420
Foreign currency transactions	(25,400)
Total net realized gain (loss)		318,024,781
Change in net unrealized appreciation (depreciation) on: Investment securities	5,059,579
Assets and liabilities in foreign currencies	(3,644)
Total change in net unrealized appreciation (depreciation)		5,055,935
Net gain (loss)		323,080,716
Net increase (decrease) in net assets resulting from operations		$ 358,837,110

Statement of Changes in Net Assets

	Year ended September 30, 2014	Year ended September 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 35,756,394	$ 32,104,549
Net realized gain (loss)	318,024,781	249,837,272
Change in net unrealized appreciation (depreciation)	5,055,935	128,824,382
Net increase (decrease) in net assets resulting from operations	358,837,110	410,766,203
Distributions to shareholders from net investment income	(25,125,057)	(30,079,689)
Distributions to shareholders from net realized gain	(5,875,523)	(3,173,961)
Total distributions	(31,000,580)	(33,253,650)
Share transactions - net increase (decrease)	(249,067,671)	(187,539,711)
Total increase (decrease) in net assets	78,768,859	189,972,842

Net Assets
Beginning of period	2,077,128,932	1,887,156,090
End of period (including undistributed net investment income of $18,255,754 and undistributed net investment income of $16,656,447, respectively)	$ 2,155,897,791	$ 2,077,128,932

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

Annual Report

Financial Highlights - Class O

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.17	$ 17.53	$ 13.33	$ 13.55	$ 12.33
Income from Investment Operations
Net investment income (loss)^C	.40	.32	.24	.18	.15
Net realized and unrealized gain (loss)	3.39	3.64	4.19	(.20)	1.21
Total from investment operations	3.79	3.96	4.43	(.02)	1.36
Distributions from net investment income	(.27)	(.29)	(.20)	(.15)	(.14)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.33)	(.32)	(.23)	(.20)^H	(.14)^G
Net asset value, end of period	$ 24.63	$ 21.17	$ 17.53	$ 13.33	$ 13.55
Total Return^{A, B}	18.08%	23.05%	33.55%	(.32)%	11.15%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	.51%	.51%	.51%	.51%	.51%
Expenses net of fee waivers, if any	.51%	.51%	.51%	.51%	.51%
Expenses net of all reductions	.50%	.49%	.51%	.50%	.50%
Net investment income (loss)	1.69%	1.68%	1.53%	1.20%	1.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,866,810	$ 1,622,353	$ 1,515,727	$ 1,268,316	$ 1,458,736
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^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.

^G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

^H Total distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Financial Highlights - Class A

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.75	$ 17.18	$ 13.07	$ 13.28	$ 12.09
Income from Investment Operations
Net investment income (loss)^D	.32	.26	.19	.13	.10
Net realized and unrealized gain (loss)	3.33	3.58	4.10	(.20)	1.19
Total from investment operations	3.65	3.84	4.29	(.07)	1.29
Distributions from net investment income	(.21)	(.24)	(.15)	(.10)	(.09)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.28)^H	(.27)	(.18)	(.14)	(.10)
Net asset value, end of period	$ 24.12	$ 20.75	$ 17.18	$ 13.07	$ 13.28
Total Return^{A, B, C}	17.71%	22.73%	33.06%	(.62)%	10.70%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.81%	.82%	.84%	.86%	.88%
Expenses net of fee waivers, if any	.81%	.82%	.84%	.86%	.88%
Expenses net of all reductions	.81%	.81%	.84%	.85%	.87%
Net investment income (loss)	1.38%	1.37%	1.20%	.85%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 209,737	$ 153,940	$ 127,100	$ 98,808	$ 110,672
Portfolio turnover rate^F	55%	55%	40%	76%	102%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

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

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

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

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

^H Total distributions of $.28 per share is comprised of distributions from net investment income of $.213 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class T

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.61	$ 17.08	$ 12.99	$ 13.21	$ 12.04
Income from Investment Operations
Net investment income (loss)^C	.21	.17	.12	.06	.05
Net realized and unrealized gain (loss)	3.32	3.56	4.08	(.19)	1.18
Total from investment operations	3.53	3.73	4.20	(.13)	1.23
Distributions from net investment income	(.13)	(.17)	(.08)	(.05)	(.05)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.19)	(.20)	(.11)	(.09)	(.06)
Net asset value, end of period	$ 23.95	$ 20.61	$ 17.08	$ 12.99	$ 13.21
Total Return^{A, B}	17.21%	22.11%	32.46%	(1.05)%	10.25%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of fee waivers, if any	1.27%	1.28%	1.29%	1.29%	1.30%
Expenses net of all reductions	1.27%	1.27%	1.28%	1.28%	1.29%
Net investment income (loss)	.92%	.91%	.76%	.42%	.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 23,443	$ 22,903	$ 14,874	$ 11,251	$ 12,051
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

Financial Highlights - Class B

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.41	$ 16.87	$ 12.82	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.29	3.53	4.04	(.19)	1.17
Total from investment operations	3.39	3.61	4.08	(.20)	1.16
Distributions from net investment income	-	(.04)	-^G	-	(.01)
Distributions from net realized gain	(.04)	(.03)	(.03)	(.02)	(.01)
Total distributions	(.04)	(.07)	(.03)	(.02)	(.02)
Net asset value, end of period	$ 23.76	$ 20.41	$ 16.87	$ 12.82	$ 13.04
Total Return^{A, B}	16.60%	21.52%	31.87%	(1.57)%	9.72%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of fee waivers, if any	1.77%	1.77%	1.78%	1.78%	1.80%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.10)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 682	$ 705	$ 826	$ 776	$ 1,060
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^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 C

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 20.28	$ 16.83	$ 12.81	$ 13.04	$ 11.90
Income from Investment Operations
Net investment income (loss)^C	.10	.08	.04	(.01)	(.01)
Net realized and unrealized gain (loss)	3.26	3.51	4.04	(.19)	1.16
Total from investment operations	3.36	3.59	4.08	(.20)	1.15
Distributions from net investment income	(.09)	(.11)	(.03)	-	(.01)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.03)	(.01)
Total distributions	(.15)	(.14)	(.06)	(.03)	(.01)^G
Net asset value, end of period	$ 23.49	$ 20.28	$ 16.83	$ 12.81	$ 13.04
Total Return^{A, B}	16.62%	21.52%	31.89%	(1.58)%	9.69%
Ratios to Average Net Assets^{D, F}
Expenses before reductions	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of fee waivers, if any	1.76%	1.77%	1.77%	1.78%	1.79%
Expenses net of all reductions	1.76%	1.75%	1.77%	1.77%	1.79%
Net investment income (loss)	.43%	.42%	.27%	(.07)%	(.09)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 22,094	$ 11,119	$ 4,775	$ 3,030	$ 2,853
Portfolio turnover rate^E	55%	55%	40%	76%	102%

^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.

^G Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.005 per share.

Financial Highlights - Institutional Class

Years ended September 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 17.84	$ 13.58	$ 13.82	$ 12.57
Income from Investment Operations
Net investment income (loss)^B	.35	.29	.21	.15	.11
Net realized and unrealized gain (loss)	3.49	3.72	4.26	(.20)	1.24
Total from investment operations	3.84	4.01	4.47	(.05)	1.35
Distributions from net investment income	(.23)	(.26)	(.18)	(.15)	(.10)
Distributions from net realized gain	(.06)	(.03)	(.03)	(.04)	(.01)
Total distributions	(.30)^G	(.29)	(.21)	(.19)	(.10)^F
Net asset value, end of period	$ 25.10	$ 21.56	$ 17.84	$ 13.58	$ 13.82
Total Return^A	17.93%	22.82%	33.17%	(.50)%	10.81%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.68%	.71%	.75%	.74%	.78%
Expenses net of fee waivers, if any	.68%	.71%	.75%	.74%	.78%
Expenses net of all reductions	.67%	.70%	.75%	.73%	.77%
Net investment income (loss)	1.52%	1.48%	1.29%	.97%	.92%
Supplemental Data
Net assets, end of period (000 omitted)	$ 33,013	$ 266,008	$ 223,854	$ 179,641	$ 34,740
Portfolio turnover rate^D	55%	55%	40%	76%	102%

^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.

^F Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.005 per share.

^G Total distributions of $.30 per share is comprised of distributions from net investment income of $.231 and distributions from net realized gain of $.064 per share.

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

Annual Report

Financial Highlights - Class Z

Years ended September 30,	2014	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 21.56	$ 21.44
Income from Investment Operations
Net investment income (loss)^D	.40	.04
Net realized and unrealized gain (loss)	3.47	.08
Total from investment operations	3.87	.12
Distributions from net investment income	(.27)	-
Distributions from net realized gain	(.06)	-
Total distributions	(.34)^I	-
Net asset value, end of period	$ 25.09	$ 21.56
Total Return^{B, C}	18.10%	.56%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.51%	.52%^A
Expenses net of fee waivers, if any	.51%	.52%^A
Expenses net of all reductions	.51%	.50%^A
Net investment income (loss)	1.68%	1.36%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 119	$ 101
Portfolio turnover rate^F	55%	55%

^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 August 13, 2013 (commencement of sale of shares) to September 30, 2013.

^I Total distributions of $.34 per share is comprised of distributions from net investment income of $.273 and distributions from net realized gain of $.064 per share.

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

Annual Report

Notes to Financial Statements

For the period ended September 30, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

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 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, 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:

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.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type	Fair Value at 09/30/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 23,372,968	Last transaction price	Transaction price	$ 4.00	Increase
		Market comparable	Discount rate	15.0%	Decrease
			EV/EBITDA multiple	8.8 - 11.6 / 10.3	Increase
			Liquidity discount	15.0%	Decrease
Convertible Preferred Stocks	$ 693,406	Market comparable	EV/Sales multiple	6.0	Increase

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 September 30, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Gross unrealized appreciation	$ 374,744,460
Gross unrealized depreciation	(73,651,463)
Net unrealized appreciation (depreciation) on securities	$ 301,092,997

Tax Cost	$ 1,859,659,516

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

Undistributed ordinary income	$ 18,325,476
Undistributed long-term capital gain	$ 160,205,875
Net unrealized appreciation (depreciation) on securities and other investments	$ 301,091,032

The tax character of distributions paid was as follows:

	September 30, 2014	September 30, 2013
Ordinary Income	$ 31,000,580	$ 33,253,650

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,169,847,593 and $1,420,514,903, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .42% of the Fund's average net assets.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 473,021	$ 5,204
Class T	.25%	.25%	105,050	-
Class B	.75%	.25%	6,747	5,079
Class C	.75%	.25%	162,453	63,717
			$ 747,271	$ 74,000

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	$ 48,553
Class T	12,174
Class B*	325
Class C*	5,645
	$ 66,697

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C, Institutional Class and Class Z. FIIOC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC does not receive a fee for Class O Destiny Plan accounts. FIIOC receives an asset-based fee of Class Z's average net assets. In addition, 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
Class O	$ 718,145	.04
Class A	185,016	.10
Class T	64,665	.31
Class B	2,027	.30
Class C	47,928	.30
Institutional Class	406,760	.21
Class Z	52	.05
	$ 1,424,593

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 31,941,000	.31%	$ 3,885

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,693 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $753,265, including $5,635 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended September 30,	2014	2013
From net investment income
Class O	$ 20,292,162	$ 24,897,965
Class A	1,695,781	1,798,280
Class T	135,608	150,677
Class B	-	1,909
Class C	52,602	33,936
Institutional Class	2,947,631	3,196,922
Class Z	1,273	-
Total	$ 25,125,057	$ 30,079,689

Annual Report

9. Distributions to Shareholders - continued

Years ended September 30,	2014	2013
From net realized gain
Class O	$ 4,844,120	$ 2,538,844
Class A	536,822	222,674
Class T	63,347	26,379
Class B	1,072	1,302
Class C	50,345	9,132
Institutional Class	379,516	375,630
Class Z	301	-
Total	$ 5,875,523	$ 3,173,961

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between funds:

	Shares		Dollars
Years ended September 30,	2014	2013 ^A	2014	2013 ^A
Class O
Shares sold	6,208,263	3,171,863	$ 147,701,200	$ 59,100,325
Reinvestment of distributions	990,107	1,407,676	22,079,128	24,161,611
Shares redeemed	(8,041,994)	(14,433,839)	(188,558,417)	(275,995,779)
Net increase (decrease)	(843,624)	(9,854,300)	$ (18,778,089)	$ (192,733,843)
Class A
Shares sold	2,532,698	1,535,917	$ 57,537,080	$ 28,726,959
Reinvestment of distributions	97,921	115,483	2,152,552	1,947,628
Shares redeemed	(1,354,861)	(1,628,774)	(31,107,890)	(30,310,462)
Net increase (decrease)	1,275,758	22,626	$ 28,581,742	$ 364,125
Class T
Shares sold	491,974	375,221	$ 11,365,600	$ 7,178,937
Reinvestment of distributions	8,484	9,922	186,233	166,859
Shares redeemed	(632,605)	(144,939)	(13,745,072)	(2,749,303)
Net increase (decrease)	(132,147)	240,204	$ (2,193,239)	$ 4,596,493
Class B
Shares sold	8,702	6,951	$ 196,288	$ 131,852
Reinvestment of distributions	41	175	1,000	2,922
Shares redeemed	(14,591)	(21,543)	(321,642)	(399,867)
Net increase (decrease)	(5,848)	(14,417)	$ (124,354)	$ (265,093)
Class C
Shares sold	583,896	337,131	$ 13,207,548	$ 6,296,211
Reinvestment of distributions	4,345	2,446	95,646	40,647
Shares redeemed	(196,005)	(75,071)	(4,414,141)	(1,370,372)
Net increase (decrease)	392,236	264,506	$ 8,889,053	$ 4,966,486
Institutional Class
Shares sold	1,125,237	730,999	$ 26,600,079	$ 14,299,680
Reinvestment of distributions	145,882	203,618	3,273,561	3,566,304
Shares redeemed	(12,293,029)	(1,145,647)	(295,317,998)	(22,433,863)
Net increase (decrease)	(11,021,910)	(211,030)	$ (265,444,358)	$ (4,567,879)
Class Z
Shares sold	-	4,664	$ -	$ 100,000
Reinvestment of distributions	69	-	1,574	-
Net increase (decrease)	69	4,664	$ 1,574	$ 100,000

^A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to September 30, 2013.

Annual Report

Notes to Financial Statements - continued

11. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 16% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Destiny Portfolios and Shareholders of Fidelity Advisor Diversified Stock Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 24, 2014

Annual Report

Trustees and Officers

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 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and 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 served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. 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 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and 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 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. 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 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. 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 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is 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).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was 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).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as 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.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as 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
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report

Distributions (Unaudited)

Class O designates 92% and 100% of the dividends distributed in December and September, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class O designates 96% and 100% of each dividend distributed in December and September, respectively 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 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Diversified Stock Fund

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Advisor Diversified Stock Fund

stk629

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 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 hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. 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. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. 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 rate ranked, is also included in the chart and considered by the Board.

Annual Report

Fidelity Advisor Diversified Stock Fund

stk631

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

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

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

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

DESIO-UANN-1114
1.837887.108

Item 2. Code of Ethics

As of the end of the period, September 30, 2014, Fidelity Destiny Portfolios (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

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

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Advisor Capital Development Fund and Fidelity Advisor Diversified Stock Fund (the "Funds"):

Services Billed by Deloitte Entities

September 30, 2014 Fees^A

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor Capital Development Fund

$53,000

$6,400

$1,200

Fidelity Advisor Diversified Stock Fund

$56,000

$7,400

$1,000

September 30, 2013 Fees^A

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor Capital Development Fund

$53,000

$6,200

$1,000

Fidelity Advisor Diversified Stock Fund

$55,000

$7,200

$800

^AAmounts may reflect rounding.

The following table presents fees billed by Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

	September 30, 2014^A	September 30, 2013^A
Audit-Related Fees	$150,000	$1,115,000
Tax Fees	$-	$-
All Other Fees	$745,000	$705,000

^A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By	September 30, 2014^A	September 30, 2013^A
Deloitte Entities	$1,975,000	$1,945,000

^A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

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

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

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

SIGNATURES

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

Fidelity Destiny Portfolios

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	November 26, 2014

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

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	November 26, 2014

By:	/s/Howard J. Galligan III
	Howard J. Galligan III
	Chief Financial Officer

Date:	November 26, 2014

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments September 30, 2014

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class O

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments September 30, 2014

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class O

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments September 30, 2014

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class O

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments September 30, 2014

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class O

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class B

Financial Highlights - Class C

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees